EXHIBIT 10.19

                            ASSET PURCHASE AGREEMENT

THIS AGREEMENT made as of the 17th day of March, 2004.

BETWEEN:

          WORKSTREAM USA, INC.,
          a corporation incorporated under the laws of Delaware

          (hereinafter referred to as the "Purchaser")
AND:

          WORKSTREAM INC.,
          a corporation incorporated under the laws of Canada

          (hereinafter referred to as "Workstream")
AND:

          PEOPLEVIEW, INC.,
          a corporation incorporated under the laws of the State of Nevada

          (hereinafter referred to as the "Vendor")

WHEREAS:

A.    The Vendor carries on the business of providing real-time decision support
      for human capital management;

B.    The Vendor wishes to sell and assign to the Purchaser, and the Purchaser
      wishes to purchase and assume from Vendor certain of the assets of such
      business on the terms and subject to the conditions hereinafter contained.

NOW THEREFORE in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration paid by each of the parties
hereto to each of the other parties hereto (the receipt and sufficiency of which
are hereby acknowledged), it is agreed among the parties hereto as follows:

1.       INTERPRETATION

         1.1.     DEFINED TERMS. In this Agreement and in the schedules hereto,
                  unless there is something in the subject-matter or context
                  inconsistent therewith, the following terms and expressions
                  will have the following meanings:

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                  1.1.1.   "Affiliate" of any person means any corporation
                           which, directly or indirectly, is controlled by,
                           controls or is under direct or indirect common
                           control with such person;

                  1.1.2.   "Agreement", "hereto", "herein", "hereof",
                           "hereunder" and similar expressions refer to this
                           Asset Purchase Agreement and not any particular
                           paragraph or any particular portion of this agreement
                           and includes all schedules attached to this
                           agreement;

                  1.1.3.   "Assumed Contracts" means all contracts, agreements,
                           orders, commitments and other engagements by or with
                           third parties relating to the Business which are
                           included in the Purchased Assets including, without
                           limitation, the Customer Contracts and the Leases all
                           of which, including amounts payable thereon, all of
                           which are listed in Schedule 1.1.3 attached hereto;

                  1.1.4.   "Business" means the business carried on by the
                           Vendor which primarily involves the provision of
                           real-time decision support for human capital
                           management;

                  1.1.5.   "Business Day" means a day other than a Saturday, a
                           Sunday or other day on which commercial banks in
                           Ottawa, Ontario, Canada are authorized or required by
                           law to close;

                  1.1.6.   "Closing Date" means March 17, 2004, or such other
                           date as the Vendor and Purchaser may agree upon;

                  1.1.7.   "Closing Time" means 2:00 o'clock in the afternoon on
                           the Closing Date or such other time on the Closing
                           Date as the parties hereto may agree upon;

                  1.1.8.   "Commission" means the Securities and Exchange
                           Commission;

                  1.1.9.   "Commission Documents" means all of the Purchaser's
                           filings with the Commission prior to the date hereof;

                  1.1.10.  "Customer Contracts" means any and all agreements
                           entered into between the Vendor and one or more third
                           parties relating to the sale or provision of goods or
                           services by the Vendor to such third parties in
                           connection with the Business, including unfilled
                           orders, commitments and other engagements by or with
                           such third parties, all of which are listed in
                           Schedule 2.1.4 attached hereto;
<PAGE>

                  1.1.11.  "Encumbrances" means mortgages, charges, pledges,
                           security interests, liens, encumbrances, actions,
                           claims, demands and equities of any nature whatsoever
                           or howsoever arising and any rights or privileges
                           capable of becoming any of the foregoing;

                  1.1.12.  Intentionally deleted;

                  1.1.13.  "Governmental Authority" means any foreign, domestic,
                           federal, territorial, state or local governmental
                           authority, quasi-governmental authority,
                           instrumentality, court, government or self-regulatory
                           organization, commission, tribunal or organization or
                           any regulatory, administrative or other agency, or
                           any political or other subdivision, department or
                           branch of any of the foregoing;

                  1.1.14.  "HSR Act" means the Hart-Scott-Rodino Antitrust
                           Improvements Act of 1976, as amended;

                  1.1.15.  "Interim Period" means the period from and including
                           the date of this Agreement to and including the
                           Closing Date;

                  1.1.16.  "License Rights" means all license and distribution
                           rights relating to the Business described in Schedule
                           1.1.16 attached hereto;

                  1.1.17.  "Lien" means, with respect to any asset, any
                           mortgage, lien, claim, pledge, charge, security
                           interest or other encumbrance of any kind in respect
                           of such asset;

                  1.1.18.  "Material Adverse Effect" means with respect to a
                           Person or entity, a material adverse effect on the
                           assets, properties, business, operations, financial
                           condition or results of operations of such Person or
                           entity and its subsidiaries taken as a whole;

                  1.1.19.  "Person" means and includes any individual,
                           corporation, general partnership, limited
                           partnership, limited liability company, limited
                           liability partnership, joint venture, syndicate,
                           association, trust, government, governmental agency
                           or board or commission or authority, and any other
                           form of entity or organization;
<PAGE>

                  1.1.20.  "Principal" means any manufacturer which the Vendor
                           represents in the sales and service of the
                           manufacturer's products;

                  1.1.21.  "Purchase Price" means the sum of $1,000,000 which is
                           the amount, subject to adjustments as herein
                           provided, payable by the Purchaser to the Vendor for
                           all of the Purchased Assets, as provided herein;

                  1.1.22.  "Purchased Assets" means the undertaking and assets
                           of the Business which are to be sold by the Vendor to
                           the Purchaser pursuant to Section 2;

                  1.1.23.  "Vendor's Mediation Rights" means the vendor's
                           mediation rights as set out in section 12 of the
                           escrow agreement attached hereto as Schedule 1.1.23;

                  1.1.24.  "Warranty Claim" means a claim made by either the
                           Purchaser or the Vendor based on or with respect to
                           the inaccuracy or non-performance or non-fulfilment
                           or breach of any representation or warranty made by
                           the other party contained in this Agreement or
                           contained in any document or certificate given in
                           order to carry out the transactions contemplated
                           hereby.

         1.2.     BEST OF KNOWLEDGE. Any reference herein to "the best of the
                  knowledge" of the Vendor will be deemed to mean the actual
                  knowledge of the Vendor and the knowledge which it would have
                  had if it had conducted an inquiry into the relevant subject
                  matter that a reasonably prudent person would have conducted
                  under similar circumstances.

         1.3.     SCHEDULES. The Schedules which are attached to this Agreement
                  are incorporated in this Agreement by reference and are deemed
                  to be part hereof.

         1.4.     CURRENCY. Unless otherwise indicated, all dollar amounts
                  referred to in this Agreement are in lawful money of the
                  United States of America.

         1.5.     CHOICE OF LAW AND ATTORNMENT. This Agreement shall be governed
                  by and construed and enforced in accordance with the laws of
                  the Province of Ontario, Canada.

         1.6.     INTERPRETATION NOT AFFECTED BY HEADINGS OR PARTY DRAFTING. The
                  division of this Agreement into articles, sections,
                  paragraphs, subparagraphs and clauses and the insertion of
                  headings are for convenience of reference only and shall not
                  affect the construction or interpretation of this Agreement.
                  The terms "this Agreement", "herein", "hereunder" and similar
                  expressions refer to this Agreement and the Schedules hereto
                  and not to any particular article, section, paragraph,
                  subparagraph, clause or other portion and include any
                  agreement or instrument supplementary or ancillary hereto.
                  Each party hereto acknowledges that it and its legal counsel
                  have reviewed and participated in settling the terms of this
                  Agreement, and the parties hereby agree that any rule of
                  construction to the effect that any ambiguity is to be
                  resolved against the drafting party shall not be applicable in
                  the interpretation of this Agreement.
<PAGE>

         1.7.     NUMBER AND GENDER. In this Agreement, unless there is
                  something in the subject matter or context inconsistent
                  therewith:

                  1.7.1.   words in the singular number include the plural and
                           such words shall be construed as if the plural had
                           been used,

                  1.7.2.   words in the plural include the singular and such
                           words shall be construed as if the singular had been
                           used, and

                  1.7.3.   words importing the use of any gender shall include
                           all genders where the context or party referred to so
                           requires, and the rest of the sentence shall be
                           construed as if the necessary grammatical and
                           terminological changes had been made.

         1.8.     TIME OF ESSENCE. Time shall be of the essence.

2.       PURCHASE AND SALE

         2.1.     PURCHASED ASSETS. On the terms and subject to the fulfilment
                  of the conditions, the Vendor hereby agrees to sell, transfer
                  and assign to the Purchaser, and the Purchaser hereby agrees
                  to purchase and accept from the Vendor as of the Closing Date,
                  assets, rights and interests of the Vendor listed in Schedule
                  2.1, as attached hereto (the "Purchased Assets"), and will
                  include the following assets:

                  2.1.1.   Accounts Receivable: all accounts receivable, trade
                           accounts, notes, receivables, book debts and other
                           debts due or accruing to the Vendor in connection
                           with the Purchased Assets and the full benefit of all
                           securities for such accounts, notes or debts
                           described in Schedule 2.1.1 (the "Accounts
                           Receivable");

                  2.1.2.   Computer Equipment: all of the Vendor's right, title
                           and interest in all computer hardware and firmware
                           used in the Business including, without limitation,
                           that described in Schedule 2.1.2 attached hereto;

                  2.1.3.   Customer Lists and Information: all customer lists,
                           files, data and information relating to customers and
                           prospective customers of the Business as of the
                           Closing Time including, without limitation, the
                           customer list which has been delivered by the Vendor
                           to the Purchaser prior to the Closing Date described
                           in Schedule 2.1.3 attached hereto;
<PAGE>

                  2.1.4.   Customer Contracts: all right, title and interest of
                           the Vendor in and to all Customer Contracts, all of
                           which are listed in Schedule 2.1.4 attached hereto;

                  2.1.5.   Goodwill, Name, etc.: the goodwill of the Business,
                           together with the exclusive right of the Purchaser to
                           represent itself as carrying on the Business in
                           continuation of and in succession to the Vendor, and
                           all rights in and title to the name "PeopleView,
                           Inc." or any variation of same (Notwithstanding the
                           transfer of all rights in and title to the name
                           "PeopleView, Inc., the Purchaser acknowledges that
                           the Vendor's corporate name shall continue to be
                           "PeopleView, Inc." until such time as the Vendor is
                           able to change its corporate name. The Vendor
                           undertakes and agrees to effect the change of its
                           corporate name to something that does not contain the
                           name "PeopleView, Inc" or any variation thereof, as
                           soon as practicably possible);

                  2.1.6.   Technology, Intellectual Property and Software: all
                           of its world wide right, title and interest in and to
                           any intellectual property rights including but not
                           limited to all trade secrets, research data, designs,
                           proprietary know-how, technical information,
                           specifications and materials in whatever form or
                           media recording or evidencing technology or
                           proprietary information used in or relating to the
                           Business, and all rights and interests in and to all
                           inventions, patents, applications for patents,
                           copyrights, trade marks, trade mark registrations,
                           trade names, logos, industrial designs, design
                           patents, and other intellectual property used in or
                           relating to the Business, and all computer software
                           and any intellectual or industrial property of any
                           nature whatsoever which it may have in any components
                           or features of the computer software used in the
                           Business including the software products known as
                           Climate Sight, Skill Sight, Performance Sight,
                           Compliance Sight and HCM TOOLS and including all
                           related codes, related source, object or any
                           application codes, specifications, documentation,
                           revisions, enhancements and modifications thereto, in
                           whatever form and media to which the Vendor has any
                           right or interest for the full duration of all such
                           rights, and any renewals or extensions thereof, all
                           of which is listed in Schedule 2.1.6 attached hereto;

                  2.1.7.   Licence Rights: all licence and distribution rights
                           relating to the Business granted to the Vendor by any
                           third party under all contracts and agreements
                           (written or oral), all of which are listed in
                           Schedule 1.1.16 attached hereto;


<PAGE>

                  2.1.8.   Regulatory Licenses: all licenses, registrations and
                           qualifications of the Business required by any
                           governmental or regulatory authority, to the extent
                           transferable;

                  2.1.9.   Supply Contracts: the full benefit of all contracts
                           providing for the supply of goods and services to the
                           Business, subject to the Purchaser's review and
                           acceptance of such contracts and agreements prior to
                           the Closing Date; and

                  2.1.10.  Warranty Rights and Maintenance Contracts: the full
                           benefit of all warranties and warranty rights
                           (express and implied) against manufacturers or
                           sellers which apply to any of the Purchased Assets
                           and all maintenance contracts on machinery, equipment
                           and the other Purchased Assets, subject to the
                           Purchaser's review and acceptance of such contracts
                           and agreements prior to the Closing Date.

         2.2.     UNASSIGNABLE CONTRACTS. If any rights, benefits or remedies
                  (the "Rights") under any Assumed Contracts are not assignable
                  by the Vendor to the Purchaser without the written consent of
                  the other party thereto (the "Third Party") and such consent
                  is not obtained, then, unless the Purchaser exercises its
                  rights under Section 6.2,

                  2.2.1.   the Vendor will hold the Rights for the benefit of
                           the Purchaser,

                  2.2.2.   the Vendor will, at the request and expense and under
                           the direction of the Purchaser, in the name of the
                           Vendor or otherwise as the Purchaser shall specify,
                           take all such actions and do all such things as
                           shall, in the opinion of the Purchaser, be necessary
                           or desirable in order that the obligations of the
                           Vendor under such Assumed Contracts may be performed
                           in a manner such that the value of the Rights shall
                           be preserved and shall enure to the benefit of the
                           Purchaser and such that all moneys receivable under
                           the Assumed Contracts may be received by the
                           Purchaser,

                  2.2.3.   the Vendor will promptly pay over to the Purchaser
                           all such moneys collected by the Vendor in respect of
                           such Assumed Contracts, and

                  2.2.4.   to the extent permitted by the Third Party and
                           provided, in the Purchaser's opinion, it would not be
                           prejudicial to the Purchaser's rights to do so, the
                           Purchaser will perform the obligations under such
                           Assumed Contracts on behalf of the Vendor, and will
                           indemnify the Vendor against all liabilities, costs
                           and expenses incurred by the Vendor in performing
                           such obligations.


<PAGE>

         2.3.     EXCLUDED LIABILITIES AND INDEMNITY. The Purchaser will not
                  assume and will not be liable for, and the Vendor will
                  indemnify the Purchaser from and against, all obligations,
                  commitments and liabilities of and claims against the Vendor
                  (whether absolute, accrued or contingent) relating to the
                  Business. Without limiting the generality of the foregoing, it
                  is agreed that the Purchaser will have no liability for any of
                  the following obligations or liabilities:

                  2.3.1.   all liabilities in respect of all indebtedness of the
                           Vendor to all persons;

                  2.3.2.   all product liability claims and liabilities for
                           warranty or product return claims relating to any
                           product or service of the Business produced, sold,
                           performed or delivered prior to the Closing Date;

                  2.3.3.   all liabilities for all taxes, duties, levies,
                           assessments and other such charges, including any
                           penalties, interests and fines with respect thereto,
                           payable by the Vendor to any federal, state,
                           municipal or other government or governmental agency,
                           authority, board, bureau or commission, domestic or
                           foreign, including, without limitation, any taxes in
                           respect of or measured by the sale, consumption or
                           performance by the Vendor of any product or service
                           prior to the Closing Date or any similar legislation
                           in respect of all remuneration payable to all persons
                           employed in the Business prior to the Closing Date;

                  2.3.4.   all other liabilities of any nature whatsoever, known
                           or unknown, due or to become due, not expressly
                           assumed by Purchaser pursuant to this Agreement.

         2.4.     PURCHASE PRICE. The price payable by the Purchaser to the
                  Vendor for the Purchased Assets will be equal to the sum of:
                  the value of the Workstream Shares (as defined in section
                  2.5.1 herein), the value of the Warrant (as defined in section
                  2.5.2 herein) and $300,000.00.

         2.5.     PAYMENT OF PURCHASE PRICE. Purchaser and Vendor mutually agree
                  that the Purchase Price, less the Hold Back Shares (as
                  hereinafter defined) and the Hold Back Funds (as hereinafter
                  defined), will be paid and satisfied at the Closing Time as
                  follows:


<PAGE>

                  2.5.1.   by delivery to the Vendor of that number of shares
                           (rounded up to a whole share) of 350,000 common
                           shares, no par value (the "Shares" or the "Workstream
                           Shares"), of Workstream; provided, however, that the
                           Purchaser shall deposit 50,000 of the Workstream
                           Shares (the "Hold Back Shares") into an escrow
                           account reasonably approved by the parties until the
                           Purchaser, in its reasonable discretion and subject
                           to Vendor's Mediation Rights, within 90 days of the
                           Closing Date, has satisfied itself of the following:

                           2.5.1.1.     that all proprietary issues relating to
                                        the Intellectual Property (as
                                        hereinafter defined) have been resolved,
                                        namely:

                                    2.5.1.1.1.   that the Vendor rightfully owns
                                                 or has valid rights to the
                                                 Intellectual Property; and

                                    2.5.1.1.2.   that the Intellectual Property
                                                 does not infringe on any
                                                 patent, trade mark, trade name,
                                                 copyright, industrial design,
                                                 trade secret or other
                                                 Intellectual Property or
                                                 propriety right of any other
                                                 person.

                           2.5.1.2. that all computer systems and application
                                    software, including without limitation, the
                                    software products known as Climate Sight,
                                    Skill Sight, Performance Sight, Compliance
                                    Sight and HCM TOOLS and all documentation
                                    relating thereto and the latest revisions of
                                    all related object and source codes
                                    therefor, forming part of the Purchased
                                    Assets and contained in Schedule 2.1.13 or
                                    Schedule 2.1.6 attached hereto, are fully
                                    functional, merchantable and fit for the
                                    purpose for which they were intended; and

                  2.5.2.   by delivery to the Vendor of a warrant to purchase
                           50,000 common shares (the "Warrant Shares"), no par
                           value in Workstream at a purchase price of $3.00 per
                           common share (the "Warrant"). The form of Warrant is
                           attached hereto as Schedule 2.5.2; and

                  2.5.3.   by delivery to the Vendor of the balance of $300,000,
                           by way of certified check or bank draft, less $50,000
                           (the "Hold Back Funds") which shall be deposited by
                           the Purchaser on account of the Accounts Receivable
                           into an escrow account reasonably approved by the
                           parties until the following has occurred: The
                           Purchaser shall have the right, by written notice to
                           the Vendor given on or after ninety (90) days, but no
                           later than 120 days, following the Closing Date (the
                           "Repurchase Date"), to require the Vendor to
                           repurchase for cash all of the Accounts Receivable
                           that are at the Repurchase Date uncollected. The
                           terms governing the repurchase by the Vendor of the
                           uncollected Accounts Receivables are as follows:


<PAGE>

                           2.5.3.1. the Vendor shall repurchase all uncollected
                                    Accounts Receivable at a purchase price (the
                                    "Repurchase Price") equal to their aggregate
                                    face value, and the Repurchase Price shall
                                    be paid and satisfied at the Repurchase Date
                                    by deducting the Repurchase Price from the
                                    Hold Back Funds. The Purchaser hereby
                                    acknowledges and agrees that if the
                                    Repurchase Price exceeds the amount of Hold
                                    Back Funds, the Vendor shall, not be
                                    required to pay to the Purchaser any
                                    additional amounts with respect to such
                                    uncollected Accounts Receivable, and such
                                    uncollected Accounts Receivable shall be the
                                    sole responsibility of the Purchaser.

                           2.5.3.2. the Purchaser shall execute and deliver to
                                    the Vendor, at the cost of the Vendor, all
                                    instruments as shall be reasonably necessary
                                    to effectively vest in the Vendor all of the
                                    right, title and interest of the Purchaser
                                    with respect to any uncollected Accounts
                                    Receivable repurchased by the Vendor
                                    pursuant to this subsection.

                  2.5.4.   the Vendor, the Purchaser and Workstream shall
                           execute and deliver to each other the escrow
                           agreement attached hereto as Schedule 1.1.23;

         2.6.     ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be
                  allocated among the Purchased Assets in the manner provided by
                  Schedule 2.6 attached hereto. The Vendor and the Purchaser
                  shall file their respective tax returns prepared in accordance
                  with such allocation.

         2.7.     PAYMENT OF TAXES. The Vendor shall be liable for and shall pay
                  all applicable federal and state sales taxes, excise taxes and
                  all other taxes, duties and other like charges properly
                  payable on and in connection with the conveyance and transfer
                  of the Purchased Assets to the Purchaser. The Purchaser will
                  do and cause to be done such things as are reasonably
                  requested to enable the Vendor to comply with such obligation
                  in an efficient manner.


<PAGE>

3.       REPRESENTATIONS AND WARRANTIES

         3.1.     REPRESENTATIONS AND WARRANTIES BY THE VENDOR. The Vendor
                  hereby represents and warrants to the Purchaser and Workstream
                  as follows, and confirm that the Purchaser and Workstream is
                  relying upon the accuracy of each of such representations and
                  warranties in connection with the purchase of the Purchased
                  Assets and the completion of the other transactions hereunder:

                  3.1.1.   Corporate Authority and Binding Obligation. The
                           Vendor has good right, full corporate power and
                           absolute authority to enter into this Agreement and
                           to sell, assign and transfer the Purchased Assets to
                           the Purchaser in the manner contemplated herein and
                           to perform all of the Vendor's obligations under this
                           Agreement. The Vendor and its shareholders and board
                           of directors have taken all necessary or desirable
                           actions, steps and corporate and other proceedings to
                           approve or authorize, validly and effectively, the
                           entering into of, and the execution, delivery and
                           performance of, this Agreement and the sale and
                           transfer of the Purchased Assets by the Vendor to the
                           Purchaser. This Agreement is a legal, valid and
                           binding obligation of the Vendor, enforceable against
                           it in accordance with its terms.

                  3.1.2.   No Other Purchase Agreements. No person has any
                           agreement, option, understanding or commitment, or
                           any right or privilege (whether by law, pre-emptive
                           or contractual) capable of becoming an agreement,
                           option or commitment, for the purchase or other
                           acquisition from the Vendor of any Purchased Assets,
                           or any rights or interest therein, other than in the
                           ordinary course of the Business.

                  3.1.3.   Contractual and Regulatory Approvals. Except as
                           specified in Schedule 3.1.3 attached hereto, the
                           Vendor is not under any obligation, contractual or
                           otherwise, to request or obtain the consent of any
                           person, and no permits, licences, certifications,
                           authorizations or approvals of, or notifications to,
                           any federal, state, municipal or local government or
                           governmental agency, board, commission or authority
                           are required to be obtained by the Vendor,

                           3.1.3.1. in connection with the execution, delivery
                                    or performance by the Vendor of this
                                    Agreement or the completion of any of the
                                    transactions contemplated herein,

                           3.1.3.2. to avoid the loss of any permit, licence,
                                    certification or other authorization
                                    relating to the Purchased Assets, or


<PAGE>

                           3.1.3.3. in order that the authority of the Purchaser
                                    to carry out the Assumed Contracts in this
                                    ordinary course and in the same manner as
                                    presently carried out by the Vendor.

                           Complete and correct copies of any agreements under
                           which the Vendor is obligated to request or obtain
                           any such consent have been provided to the Purchaser.

                  3.1.4.   Status and Governmental Licences.

                           3.1.4.1. The Vendor is a corporation duly
                                    incorporated, validly existing and in good
                                    standing in all respects under the laws of
                                    its jurisdiction of incorporation. The
                                    Vendor has all necessary corporate power to
                                    own, lease and operate its assets,
                                    properties and business and to carry on its
                                    business as it is now being conducted and is
                                    in good standing in every jurisdiction in
                                    which the nature of its business or the
                                    location of its properties requires such
                                    qualification or licensing. Schedule 3.1.4
                                    attached hereto sets forth all jurisdictions
                                    in which the Vendor is qualified or licensed
                                    to do business as a corporation.

                           3.1.4.2. The Vendor holds all necessary licences,
                                    registrations and qualifications in each
                                    jurisdiction in which,

                                    (i)      it owns or leases any of the
                                             Purchased Assets, or

                                    (ii)     the nature of the Purchased Assets
                                             or any part thereof, makes such
                                             qualification necessary or
                                             desirable to enable the Purchased
                                             Assets to be owned, leased and/or
                                             operated.

                           All of the Vendor's licences, registrations and
                           qualifications are listed in Schedule 3.1.4 attached
                           hereto and are valid and subsisting. Complete and
                           correct copies of the licences, registrations and
                           qualifications have been delivered to the Purchaser.
                           The Vendor is in compliance with all terms and
                           conditions of the licences, registrations and
                           qualifications. There are no proceedings in progress,
                           pending or, to the best of the knowledge of the
                           Vendor, threatened, which could result in the
                           revocation, cancellation or suspension of any of the
                           licences, registrations or qualifications.

                  3.1.5.   Compliance with Constating Documents, Agreements and
                           Laws. The execution, delivery and performance of this
                           Agreement and each of the other agreements
                           contemplated or referred to herein by the Vendor, and
                           the completion of the transactions contemplated
                           hereby, will not constitute or result in a violation,
                           breach or default, or cause the acceleration of any
                           obligations under:


<PAGE>

                           3.1.5.1. any term or provision of any of the
                                    articles, by-laws or other constating
                                    documents of the Vendor,

                           3.1.5.2. subject to obtaining the contractual
                                    consents referred to in Schedule 3.1.3 , the
                                    terms of any indenture, agreement (written
                                    or oral), instrument or understanding or
                                    other obligation or restriction to which the
                                    Vendor is a party or by which it is bound
                                    including, without limitation, any of the
                                    Assumed Contracts, or

                           3.1.5.3. subject to obtaining the regulatory consents
                                    referred to in Schedule 3.1.3, any term or
                                    provision of any of the Licences or any
                                    order of any court, governmental authority
                                    or regulatory body or any law or regulation
                                    of any jurisdiction in which the Business is
                                    carried on.

                           3.1.5.4. Absence of Undisclosed Liabilities. There
                                    are no liabilities (contingent or otherwise)
                                    of the Vendor of any kind whatsoever in
                                    respect of which the Purchaser may become
                                    liable on or after the consummation of the
                                    transactions contemplated by this Agreement.

                  3.1.6.   Litigation. Except for the matters referred to in
                           Schedule 3.1.6 attached hereto, there are no actions,
                           suits or proceedings, judicial or administrative
                           (whether or not purportedly on behalf of the Vendor)
                           pending or, to the best of the knowledge of the
                           Vendor, threatened, by or against or affecting the
                           Vendor which may affect the Purchased Assets, at law
                           or in equity, or before or by any court or any
                           federal, state, municipal or other governmental
                           department, commission, board, bureau, agency or
                           instrumentality, domestic or foreign. Except for the
                           matters referred to in Schedule 3.1.6 there are no
                           grounds on which any such action, suit or proceeding
                           might be commenced with any reasonable likelihood of
                           success.

                  3.1.7.   Title to Purchased Assets. The Vendor is the owner of
                           and has good and marketable title to all of the
                           Purchased Assets free and clear of all Liens.


<PAGE>

                  3.1.8.   Works Orders and Deficiencies. There are no
                           outstanding work orders, non-compliance orders,
                           deficiency notices or other such notices relative to
                           the Purchased Assets which have been issued by any
                           regulatory authority, police or fire department,
                           sanitation, environment, labour, health or other
                           governmental authorities or agencies. There are no
                           matters under discussion with any such department or
                           authority relating to work orders, non-compliance
                           orders, deficiency notices or other such notices.
                           None of the Purchased Assets are being operated, in a
                           manner which is in contravention of any statute,
                           regulation, rule, code, standard or policy.

                  3.1.9.   Leases of Personal Property. Schedule 3.1.9 attached
                           hereto describes all leases of equipment and vehicles
                           relating to or included in the Purchased Assets.
                           Complete and correct copies of those leases have been
                           provided to the Purchaser. The Vendor is entitled to
                           all rights and benefits as lessee under those leases,
                           and the Vendor has not sublet, assigned, licensed or
                           otherwise conveyed any rights in those leases or in
                           the property leased thereunder to any other person.
                           All payments and other obligations required to be
                           paid and performed by the Vendor under those leases
                           have been duly paid and performed; the Vendor is not
                           in default of any its obligations under those leases;
                           and, to the best of the knowledge of the Vendor, none
                           of the lessors or any other parties to those leases
                           are in default of any of their obligations under
                           those leases. The Vendor is entitled to assign all of
                           its right and interest under those leases and in and
                           to the property leased thereunder to the Purchaser
                           subject to obtaining the consents referred to in
                           Schedule 3.1.3 attached hereto. Subject to obtaining
                           such consents, the terms and conditions of those
                           leases will not be affected by, nor will any of those
                           leases be in default as a result of, the completion
                           of the transaction contemplated hereunder.

                  3.1.10.  Intellectual Property.

                           3.1.10.1. Section 2.1.6 and Schedule 2.1.13 attached
                                    hereto lists and contains a complete
                                    description of:

                                    (i)      all patents, patent applications
                                             and registrations, trade marks,
                                             trade mark applications and
                                             registrations, copyrights,
                                             copyright applications and
                                             registrations, trade names and
                                             industrial designs, domestic or
                                             foreign, owned or used by the
                                             Vendor and included as part of the
                                             Purchased Assets,


<PAGE>

                                    (ii)     all trade secrets, know-how,
                                             inventions and other intellectual
                                             property owned or used by the
                                             Vendor and included as part of the
                                             Purchased Assets,

                                    (iii)    all computer systems and
                                             application software, including
                                             without limitation all
                                             documentation relating thereto and
                                             the latest revisions of all related
                                             object and source codes therefor,
                                             owned or used by the Vendor and
                                             included as part of the Purchased
                                             Assets,

                                    (all of the foregoing being collectively
                                    called the "Intellectual Property").

                           3.1.10.2. The Vendor has good and valid title to all
                                    of the Intellectual Property, free and clear
                                    of any and all Encumbrances, except in the
                                    case of any Intellectual Property licensed
                                    to the Vendor as disclosed in Schedule
                                    2.1.13. Complete and correct copies of all
                                    agreements whereby any rights in any of the
                                    Intellectual Property have been granted or
                                    licensed to the Vendor have been provided to
                                    the Purchaser. No royalty or other fee is
                                    required to be paid by the Vendor to any
                                    other person in respect of the use of any of
                                    the Intellectual Property except as provided
                                    in such agreements delivered to the
                                    Purchaser. The Vendor has protected its
                                    rights in the Intellectual Property in the
                                    manner and to the extent described in
                                    Schedule 2.1.13. Except as indicated in
                                    Schedule 2.1.13, the Vendor has the
                                    exclusive right to use all of the
                                    Intellectual Property and has not granted
                                    any licence or other rights to any other
                                    person in respect of the Intellectual
                                    Property. Complete and correct copies of all
                                    agreements whereby any rights in any of the
                                    Intellectual Property have been granted or
                                    licensed by the Vendor to any other person
                                    have been provided to the Purchaser. The
                                    Vendor is entitled to assign all of its
                                    rights and interest in and to the
                                    Intellectual Property to the Purchaser
                                    subject to obtaining the consents referred
                                    to in Schedule 3.1.3 attached hereto.

                           3.1.10.3. Subject to obtaining the aforesaid
                                    consents, and except as disclosed in
                                    Schedule 2.1.6, there are no restrictions on
                                    the ability of the Vendor or any successor
                                    to or assignee from the Vendor to use and
                                    exploit all rights in the Intellectual
                                    Property. All statements contained in all
                                    applications for registration of the
                                    Intellectual Property were true and correct
                                    as of the date of this Agreement of such
                                    applications. Each of trade marks and trade
                                    names included in the Intellectual Property
                                    is in use.


<PAGE>

                           3.1.10.4. The use of the Intellectual Property does
                                    not infringe, and the Vendor has not
                                    received any notice, complaint, threat or
                                    claim alleging infringement of, any patent,
                                    trade mark, trade name, copyright,
                                    industrial design, trade secret or other
                                    Intellectual Property or propriety right of
                                    any other person, and the conduct of the
                                    Business does not include any activity which
                                    may constitute passing off.

                  3.1.11.  Affiliates. None of the Purchased Assets are owned or
                           operated by any Affiliate of the Vendor.

                  3.1.12.  Partnerships or Joint Ventures. The Vendor is not, in
                           relation to any part of the Purchased Assets, a
                           partner or participant in any partnership, joint
                           venture, profit-sharing arrangement or other
                           association of any kind and is not party to any
                           agreement under which the Vendor agrees to carry on
                           any part of the Business in such manner or by which
                           the Vendor agrees to share any revenue or profit
                           relating to the Purchased Assets with any other
                           person.

                  3.1.13.  Customers. The Vendor has delivered to the Purchaser
                           a true and complete list of all customers of the
                           Business, as it relates to the Purchased Assets, as
                           of the date of this Agreement. The Vendor is the sole
                           and exclusive owner of, and has the unrestricted
                           right to use, such customer list. Other than as set
                           forth on Schedule 3.1.13, neither the customer list
                           nor any information relating to the customers of the
                           Business, as they related to the Purchased Assets,
                           have, within three years prior to the date of this
                           Agreement, been made available to any person other
                           than the Purchaser. The Vendor has no knowledge of
                           any facts which could reasonably be expected to
                           result in the loss of any customers or sources of
                           revenue of the Business which, in the aggregate,
                           would materially affect the Purchased Assets.

                  3.1.14.  Warranties and Discounts. Except as described in
                           Schedule 3.1.14 attached hereto,

                           3.1.14.1. the Vendor has not given any guarantee or
                                    warranty in respect of any of the products
                                    sold or the services provided as part of the
                                    Purchased Assets, except warranties made in
                                    the form of the standard written warranty, a
                                    copy of which has been provided to the
                                    Purchaser, and except for warranties implied
                                    by law;


<PAGE>

                           3.1.14.2. except as set forth on Schedule 3.1.14.2,
                                    during each of the three fiscal years of the
                                    Vendor ended immediately preceding the date
                                    , no claims have been made against the
                                    Vendor for breach of warranty or contract
                                    requirement or negligence or for a price
                                    adjustment or other concession in respect of
                                    any defect in or failure to perform or
                                    deliver any products, services or work in
                                    connection with the Purchased Assets which
                                    had, in any such year, an aggregate cost
                                    exceeding $1,000;

                           3.1.14.3. there are no repair contracts or
                                    maintenance obligations in favor of the
                                    customers or users of the Purchased Assets
                                    except obligations incurred in accordance
                                    with standard terms, a copy of which has
                                    been provided to the Purchaser;

                           3.1.14.4. the Vendor is not now subject to any
                                    agreement or commitment, and the Vendor has
                                    not, within three years prior to the date of
                                    this Agreement, entered into any agreement
                                    with or made any commitment to any customer
                                    of the Business in relation to the Purchased
                                    Assets which would require the repurchase of
                                    any products sold to such customers or
                                    adjustment of any price or the granting of
                                    any refund, discount or other concession to
                                    such customer; and

                           3.1.14.5. the Vendor is not required to provide any
                                    letters of credit, bonds or other financial
                                    security arrangements in connection with any
                                    transactions with any suppliers or customers
                                    of the Business relating to the Purchased
                                    Assets.

                  3.1.15.  Licences, Agency and Distributorship Agreements.
                           Schedule 2.1.13 attached hereto lists all agreements
                           to which the Vendor is a party or by which it is
                           bound under which the right to manufacture, use or
                           market any product, service, technology, information,
                           data, computer hardware or software or other property
                           used in or produced or sold by the Business in
                           relation to the Purchased Assets has been granted,
                           licensed or otherwise provided to the Vendor or by
                           the Vendor to any other person, or under which the
                           Vendor has been appointed or any person has been
                           appointed by the Vendor as an agent, distributor,
                           licensee or franchisee for any of the foregoing.
                           Complete and correct copies of all of the agreements
                           relating to the License Rights have been provided to
                           the Purchaser. The Vendor is entitled to assign all
                           of its interest in the License Rights to the
                           Purchaser subject to obtaining the consents referred
                           to in Schedule 3.1.3 attached hereto. None of the
                           agreements relating to the License Rights grant to
                           any person any authority to incur any liability or
                           obligation or to enter into any agreement on behalf
                           of the Vendor.


<PAGE>

                  3.1.16.  Outstanding Agreements. The Vendor is not a party to
                           or bound by any outstanding or executory agreement,
                           contract or commitment, whether written or oral,
                           relating to the Purchased Assets, except for those
                           agreements set out in this Agreement or in the
                           Schedules hereto.

                           Complete and correct copies of each of the contracts,
                           leases and agreements described in the Schedules
                           attached hereto have been provided to the Purchaser.

                  3.1.17.  Good Standing of Agreements. The Vendor is not in
                           material default or breach of any of its obligations
                           under any one or more contracts, agreements (written
                           or oral), commitments, indentures or other
                           instruments to which it is a party or by which it is
                           bound relating to the Purchased Assets, and there
                           exists no state of facts which, after notice or lapse
                           of time or both, would constitute such a default or
                           breach. All such contracts, agreements, commitments,
                           indentures and other instruments are now in good
                           standing and in full force and effect without
                           amendment thereto, the Vendor is entitled to all
                           benefits thereunder and, to the best of the knowledge
                           of the Vendor, the other parties to such contracts,
                           agreements, commitments, indentures and other
                           instruments are not in material default or breach of
                           any of their obligations thereunder. There are no
                           contracts, agreements, commitments, indentures or
                           other instruments relating to the Purchased Assets
                           under which the Vendor's rights or the performance of
                           its obligations are dependent on or supported by the
                           guarantee of or any security provided by any other
                           person.

                  3.1.18.  Compliance with Laws. In relation to the Business,
                           the Vendor is not in violation of any federal, state
                           or other law, regulation or order of any government
                           or governmental or regulatory authority, domestic or
                           foreign.

                  3.1.19.  Accounts Receivable. All Accounts Receivable are bona
                           fide and good and, subject to an allowance for
                           doubtful accounts taken in accordance with generally
                           accepted accounting principles, collectible without
                           set-off or counterclaim.


<PAGE>

                  3.1.20.  Copies of Documents. Complete and correct copies
                           (including all amendments) of all contracts, leases
                           and other documents referred to in this Agreement or
                           any Schedule hereto or required to be disclosed
                           hereby have been delivered to the Purchaser.

                  3.1.21.  Disclosure. No representation or warranty contained
                           in this Section 3.1, and no statement contained in
                           any Schedule, certificate, list, summary or other
                           disclosure document provided or to be provided to the
                           Purchaser pursuant hereto, or in connection with the
                           transactions contemplated hereby, contains or will
                           contain any untrue statement of a material fact, or
                           omits or will omit to state any material fact which
                           is necessary in order to make the statements
                           contained therein not misleading.

                  3.1.22.  Recitals. The recitals set forth in the first page of
                           this Agreement are true and correct.

                  3.1.23.  Antitrust. Any waiting period applicable to the
                           transactions contemplated herein under the HSR Act
                           shall have been terminated or shall have expired.

                  3.1.24.  Federal Securities Act - Unregistered Shares. The
                           Vendor acknowledges that the Workstream Shares, the
                           Warrant and the Warrant Shares (collectively, the
                           "Securities") have not and are not being registered
                           under the Securities Act of 1933 as amended (the
                           "1933 Act"), and that accordingly the Securities are
                           not fully transferable except as permitted under the
                           various exemptions contained in the 1933 Act and the
                           rules of the Securities and Exchange Commission
                           interpreting the 1933 Act. The provisions contained
                           in this paragraph 3.1.24 are intended to ensure
                           compliance with the 1933 Act.

                  3.1.25.  No Transfers in Violation of 1933 Act. The Vendor
                           covenants, warrants and represents that none of the
                           Securities that will be issued to it pursuant to this
                           Agreement will be offered, sold, assigned, pledged,
                           hypothecated, transferred, or otherwise disposed of
                           except after full compliance with all of the
                           applicable provisions of the 1933 Act and the rules
                           and regulations of the Securities and Exchange
                           Commission under the 1933 Act.

                  3.1.26.  No Distribution of Securities to Public. The Vendors
                           represent and warrants to Workstream that it is
                           acquiring the Securities for its own account, for
                           investment, and not with a view to their resale or
                           other distribution; that it currently has no
                           intention of selling, transferring, hypothecating, or
                           otherwise disposing of all or any part of the
                           Securities at any particular time, for any particular
                           price, or on the happening of any particular event or
                           circumstances; and that Workstream is relying on the
                           truth and accuracy of these covenants, warranties,
                           and representations in issuing the Securities without
                           first registering them under the 1933 Act.


<PAGE>

                  3.1.27.  Investment Legend on Certificates. The Vendor agrees
                           not to sell, transfer, hypothecate or otherwise
                           dispose of any of the Securities received pursuant to
                           this Agreement unless and until it has: presented
                           Workstream with a written legal opinion in form and
                           substance satisfactory to the solicitors for
                           Workstream to the effect that the disposition is
                           permissible under the terms of the 1933 Act and
                           regulations interpreting the 1933 Act; has complied
                           with the registration and prospectus requirements of
                           the 1933 Act relating to the disposition ,or; has
                           presented Workstream satisfactory evidence that the
                           transfer will comply with Rule 144 under the 1933 Act
                           and therefore will be exempt from registration under
                           section 4(2) of the 1933 Act. The Vendor further
                           agrees that the certificates evidencing the
                           Securities it will receive shall contain the
                           following legend:

                           "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE UNITED STATES
                           SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THE
                           SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED
                           IN THE ABSENCE OF AN EFFECTIVE REGISTRATION FOR THESE
                           SECURITIES UNDER THE ACT OR AN OPINION OF THE
                           COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED
                           UNDER THE ACT."

                           Workstream shall also place a "stop transfer" order
                           against any transfer of the Securities until one of
                           the conditions set forth above has been met.

         3.2.     REPRESENTATIONS AND WARRANTIES BY THE PURCHASER AND/OR
                  WORKSTREAM. The Purchaser and/or Workstream hereby represents
                  and warrants to the Vendor as follows, and confirms that the
                  Vendor is relying on the accuracy of each of such
                  representations and warranties in connection with the sale of
                  the Purchased Assets and the completion of the other
                  transactions hereunder:

                  3.2.1.   Corporate Authority and Binding Obligation. The
                           Purchaser is a corporation duly incorporated and
                           validly subsisting in all respects under the laws of
                           its jurisdiction of incorporation. The Purchaser has
                           good right, full corporate power and absolute
                           authority to enter into this Agreement and to
                           purchase the Purchased Assets from the Vendor in the
                           manner contemplated herein and to perform all of the
                           Purchaser's obligations under this Agreement. The
                           Purchaser and its shareholders and board of directors
                           have taken all necessary or desirable actions, steps
                           and corporate and other proceedings to approve or
                           authorize, validly and effectively, the entering into
                           of, and the execution, delivery and performance of,
                           this Agreement and the purchase of the Purchased
                           Assets by the Purchaser from the Vendor. This
                           Agreement is a legal, valid and binding obligation of
                           the Purchaser, enforceable against it in accordance
                           with its terms.


<PAGE>

                  3.2.2.   Contractual and Regulatory Approvals. Except as
                           specified in Schedule 3.2.2 attached hereto, the
                           Purchaser is not under any obligation, contractual or
                           otherwise to request or obtain the consent of any
                           person, and no permits, licences, certifications,
                           authorizations or approvals of, or notifications to,
                           any federal, state, municipal or local government or
                           governmental agency, board, commission or authority
                           are required to be obtained by the Purchaser in
                           connection with the execution, delivery or
                           performance by the Purchaser of this Agreement or the
                           completion of any of the transactions contemplated
                           herein. Complete and correct copies of any agreements
                           under which the Purchaser is obligated to request or
                           obtain any such consent have been provided to the
                           Vendor.

                  3.2.3.   Capitalization. The authorized capital stock of
                           Workstream and the shares ther eof issued and
                           outstanding as of the date hereof are set forth on
                           Schedule 3.2.3 hereto. All of the outstanding shares
                           of Workstream have been duly and validly authorized.
                           Workstream is not a party to, and it has no knowledge
                           of, any agreement or understanding restricting the
                           voting or transfer of any shares of the capital stock
                           of Workstream. Except as set forth on the Commission
                           Documents or Schedule 3.2.3 hereto, the offer and
                           sale of all capital stock, convertible securities,
                           rights, warrants, or options of Workstream issued
                           prior to the Closing Date complied in all material
                           respects with all applicable federal and state
                           securities laws, and no holder of such securities has
                           a right of rescission or claim for damages with
                           respect thereto which could have a Material Adverse
                           Effect. The Purchaser has furnished or made available
                           to the Vendor true and correct copies of Workstream's
                           Articles of Incorporation as in effect on the date
                           hereof (the "Articles"), and Workstream's Bylaws as
                           in effect on the date hereof (the "Bylaws").
                           Workstream has provided the Vendor with copies of and
                           the Vendor has reviewed the following documents,
                           which have been filed by Workstream with the
                           Commission pursuant to the Securities Exchange Act of
                           1934: (i) Workstream's Annual Report on Form 10-K, as
                           amended, for the fiscal year ended May 31, 2003; (ii)
                           Workstream's Quarterly Reports on Form 10-Q for the
                           quarters ended August 31, 2003 and November 30, 2003;
                           and (iii) Workstream's proxy statement with respect
                           to its 2003 annual meeting.


<PAGE>

                  3.2.4.   Issuance of Securities. The Shares to be issued on
                           the Closing Date have been duly authorized by all
                           necessary corporate action and, when paid for or
                           issued in accordance with the terms hereof, the
                           Shares shall be validly issued and outstanding, fully
                           paid and nonassessable, and free from preemptive
                           rights, taxes upon issuance, liens and similar
                           charges caused by Workstream and entitled to all
                           applicable rights and preferences set forth in the
                           Articles. When the Warrant Shares are issued in
                           accordance with the terms of this Agreement and as
                           set forth in the Warrant, such shares will be duly
                           authorized by all necessary corporate action and
                           validly issued and outstanding, fully paid and
                           non-assessable, and free from preemptive rights,
                           taxes upon issuance, liens and other similar charges
                           caused by Workstream, and the holders shall be
                           entitled to all rights accorded to a holder of common
                           shares of Workstream.

                  3.2.5.   No Conflicts. Except as set forth in Schedule 3.2.5
                           attached hereto, the execution, delivery and
                           performance of this Agreement by the Purchaser and
                           Workstream and the consummation by the Purchaser and
                           Workstream of the transactions contemplated herein
                           and therein do not and will not (i) violate any
                           provision of the Purchaser or Workstream's Articles
                           or Bylaws, (ii) conflict with, or constitute a
                           default (or an event which with notice or lapse of
                           time or both would become a default) under, or give
                           to others any rights of termination, amendment,
                           acceleration or cancellation of, any agreement,
                           mortgage, deed of trust, indenture, note, bond,
                           license, lease agreement, instrument or obligation to
                           which the Purchaser or Workstream is a party or by
                           which any of its respective properties or assets are
                           bound, (iii) create or impose a lien, mortgage,
                           security interest, charge or encumbrance of any
                           nature whatsoever on any property of the Purchaser or
                           Workstream under any agreement or any commitment to
                           which the Purchaser or Workstream is a party or by
                           which the Purchaser or Workstream is bound or by
                           which any of its respective properties or assets are
                           bound, or (iv) result in a violation of any federal,
                           state, local or foreign statute, rule, regulation,
                           order, judgment or decree (including federal and
                           state securities laws and regulations) applicable to
                           the Purchaser or Workstream or any of its
                           subsidiaries or by which any property or asset of the
                           Purchaser or Workstream or any of its subsidiaries
                           are bound or affected, except, in all cases other
                           than violations pursuant to clause (i) above, for
                           such conflicts, defaults, terminations, amendments,
                           acceleration, cancellations and violations as would
                           not, individually or in the aggregate, have a
                           Material Adverse Effect. The business of the
                           Purchaser or Workstream and its subsidiaries is not
                           being conducted in violation of any laws, ordinances
                           or regulations of any governmental entity, except for
                           possible violations which singularly or in the
                           aggregate do not and will not have a Material Adverse
                           Effect. The Purchaser or Workstream is not required
                           under federal, state or local law, rule or regulation
                           to obtain any consent, authorization or order of, or
                           make any filing or registration with, any court or
                           governmental agency in order for it to execute,
                           deliver or perform any of its obligations under this
                           Agreement, or issue and sell the Shares and the
                           Warrant Shares in accordance with the terms hereof or
                           thereof (other than any filings which may be required
                           to be made by the Purchaser or Workstream with the
                           Commission or state securities administrators
                           subsequent to a Closing, and any registration
                           statement which may be filed pursuant hereto);
                           provided that, for purposes of the representation
                           made in this sentence, the Purchaser and Workstream
                           is assuming and relying upon the accuracy of the
                           relevant representations and agreements of the Vendor
                           herein.


<PAGE>

                  3.2.6.   Commission Documents, Financial Statements. The
                           financial statements of the Purchaser or Workstream
                           furnished to the Vendor comply as to form in all
                           material respects with applicable accounting
                           requirements and the published rules and regulations
                           of the Commission or other applicable rules and
                           regulations with respect thereto. Such financial
                           statements have been prepared in accordance with
                           generally accepted accounting principles ("GAAP")
                           applied on a consistent basis during the periods
                           involved (except (i) as may be otherwise indicated in
                           such financial statements or the notes thereto or
                           (ii) in the case of unaudited interim statements, to
                           the extent they may not include footnotes or may be
                           condensed or summary statements), and fairly present
                           in all material respects the financial position of
                           the Purchaser and Workstream and its subsidiaries as
                           of the dates thereof and the results of operations
                           and cash flows for the periods then ended (subject,
                           in the case of unaudited statements, to normal
                           year-end audit adjustments).

                  3.2.7.   Subsidiaries. The Commission Documents or Schedule
                           3.2.7 hereto sets forth each subsidiary of the
                           Purchaser and Workstream showing the jurisdiction of
                           its incorporation or organization and showing the
                           percentage of the Purchaser and Workstream's
                           ownership of the outstanding stock or other interests
                           of such subsidiary. For the purposes of this
                           Agreement, "subsidiary" shall mean any corporation or
                           other entity of which at least a majority of the
                           securities or other ownership interest having
                           ordinary voting power (absolutely or contingently)
                           for the election of directors or other persons
                           performing similar functions are at the time owned
                           directly or indirectly by the Purchaser and
                           Workstream and/or any of its other subsidiaries. All
                           of the outstanding shares of capital stock of each
                           subsidiary have been duly authorized and validly
                           issued, and are fully paid and non-assessable. Except
                           as disclosed on Schedule 3.2.7 there are no
                           outstanding preemptive, conversion or other rights,
                           options, warrants or agreements granted or issued by
                           or binding upon any subsidiary for the purchase or
                           acquisition of any shares of capital stock of any
                           subsidiary or any other securities convertible into,
                           exchangeable for or evidencing the rights to
                           subscribe for any shares of such capital stock.
                           Neither the Purchaser, Workstream nor any subsidiary
                           is subject to any obligation (contingent or
                           otherwise) to repurchase or otherwise acquire or
                           retire any shares of the capital stock of any
                           subsidiary or any convertible securities, rights,
                           warrants or options of the type described in the
                           preceding sentence. Neither the Purchaser, Workstream
                           nor any subsidiary is party to, nor has any knowledge
                           of, any agreement restricting the voting or transfer
                           of any shares of the capital stock of any subsidiary.


<PAGE>

                  3.2.8.   No Material Adverse Change. Since February 20, 2004,
                           the date through which the most recent report of
                           Workstream has been prepared and filed with the
                           Commission (a copy of which is included in the
                           Commission Documents) Workstream has not experienced
                           or suffered any Material Adverse Effect, except as
                           disclosed on Schedule 3.2.8 hereto.

                  3.2.9.   No Undisclosed Events or Circumstances. No event or
                           circumstance has occurred or exists with respect to
                           the Purchaser, Workstream or its subsidiaries or
                           their respective businesses, properties, prospects,
                           operations or financial condition, which, under
                           applicable law, rule or regulation, requires public
                           disclosure or announcement by the Purchaser or
                           Workstream but which has not been so publicly
                           announced or disclosed.

                  3.2.10.  Actions Pending. There is no action, suit, claim,
                           investigation or proceeding pending or, to the
                           knowledge of the Purchaser or Workstream, threatened
                           against the Purchaser, Workstream or any subsidiary
                           which questions the validity of this Agreement or the
                           transactions contemplated hereby or any action taken
                           or to be taken pursuant hereto or thereto. To the
                           knowledge of the Purchaser and Workstream, there is
                           no action, suit, claim, investigation or proceeding
                           pending or threatened, against or involving the
                           Purchaser, Workstream, any subsidiary or any of their
                           respective properties or assets, except as set forth
                           in the Commission Document or Schedule 3.2.10 hereto.
                           There are no outstanding orders, judgments,
                           injunctions, awards or decrees of any court,
                           arbitrator or governmental or regulatory body against
                           the Purchaser, Workstream or any subsidiary or any
                           officers or directors of the Purchaser, Workstream or
                           subsidiary in their capacities as such.


<PAGE>

                  3.2.11.  Compliance with Law. The business of the Purchaser,
                           Workstream and the subsidiaries has been and is
                           presently being conducted in accordance with all
                           applicable federal, state and local governmental
                           laws, rules, regulations and ordinances, except as
                           set forth in the Commission Documents or Schedule
                           3.2.11 hereto or such that, individually or in the
                           aggregate, the non-compliance therewith would not
                           have a Material Adverse Effect. The Purchaser,
                           Workstream and each of its subsidiaries have all
                           franchises, permits, licenses, consents and other
                           governmental or regulatory authorizations and
                           approvals necessary for the conduct of its business
                           as now being conducted by it unless the failure to
                           possess such franchises, permits, licenses, consents
                           and other governmental or regulatory authorizations
                           and approvals, individually or in the aggregate,
                           could not reasonably be expected to have a Material
                           Adverse Effect.

                  3.2.12.  Taxes. Except as set forth in the Commission
                           Documents or Schedule 3.2.12 hereto, the Purchaser,
                           Workstream and each of the subsidiaries has
                           accurately prepared and filed all federal, state and
                           other tax returns required by law to be filed by it,
                           has paid or made provisions for the payment of all
                           taxes shown to be due and all additional assessments,
                           and adequate provisions have been and are reflected
                           in the financial statements of the Purchaser,
                           Workstream and the subsidiaries for all current taxes
                           and other charges to which the Purchaser, Workstream
                           or any subsidiary is subject and which are not
                           currently due and payable. Except as disclosed on
                           Schedule 3.2.12 hereto, none of the federal income
                           tax returns of the Purchaser, Workstream or any
                           subsidiary have been audited by the Internal Revenue
                           Service. The Purchaser and Workstream has no
                           knowledge of any additional assessments, adjustments
                           or contingent tax liability (whether federal or
                           state) of any nature whatsoever, whether pending or
                           threatened against the Purchaser, Workstream or any
                           subsidiary for any period, nor of any basis for any
                           such assessment, adjustment or contingency.

                  3.2.13.  Operation of Business. The Purchaser, Workstream and
                           each of the subsidiaries owns or possesses all
                           patents, trademarks, domain names (whether or not
                           registered) and any patentable improvements or
                           copyrightable derivative works thereof, websites and
                           intellectual property rights relating thereto,
                           service marks, trade names, copyrights, licenses and
                           authorizations and all rights with respect to the
                           foregoing, which are necessary for the conduct of its
                           business as now conducted without any conflict with
                           the rights of others except as disclosed in the
                           Commission Documents or on Schedule 3.2.13.


<PAGE>

                  3.2.14.  Books and Record Internal Accounting Controls. The
                           records and documents of the Purchaser, Workstream
                           and its subsidiaries accurately reflect in all
                           material respects the information relating to the
                           business of the Purchaser, Workstream and the
                           subsidiaries, the location and collection of their
                           assets, and the nature of all transactions giving
                           rise to the obligations or accounts receivable of the
                           Purchaser, Workstream or any subsidiary. The
                           Purchaser, Workstream and each of its subsidiaries
                           maintain a system of internal accounting controls
                           sufficient, in the judgment of the Purchaser and
                           Workstream's board of directors, to provide
                           reasonable assurance that (i) transactions are
                           executed in accordance with management's general or
                           specific authorizations, (ii) transactions are
                           recorded as necessary to permit preparation of
                           financial statements in conformity with generally
                           accepted accounting principles and to maintain asset
                           accountability, (iii) access to assets is permitted
                           only in accordance with management's general or
                           specific authorization and (iv) the recorded
                           accountability for assets is compared with the
                           existing assets at reasonable intervals and
                           appropriate actions is taken with respect to any
                           differences.

                  3.2.15.  Material Agreements. Except as set forth in the
                           Commission Documents or on Schedule 3.2.15 hereto,
                           neither the Purchaser, Workstream nor any subsidiary
                           is a party to any written or oral contract,
                           instrument, agreement, commitment, obligation, plan
                           or arrangement, a copy of which would be required to
                           be filed with the Commission as an exhibit to a
                           registration statement on Form S-3 or applicable form
                           (collectively, "Material Agreements"). Except as set
                           forth in the Commission Documents or on Schedule
                           3.2.15 hereto, the Purchaser, Workstream and each of
                           its subsidiaries has in all material respects
                           performed all the obligations required to be
                           performed by them to date under the foregoing
                           agreements, have received no notice of default and,
                           to the best of the Purchaser and Workstream's
                           knowledge are not in default under any Material
                           Agreement now in effect, the result of which could
                           cause a Material Adverse Effect. No written or oral
                           contract, instrument, agreement, commitment,
                           obligation, plan or arrangement of the Purchaser,
                           Workstream or of any subsidiary limits or shall limit
                           the payment of dividends on Workstream's common
                           shares.

                  3.2.16.  Securities Act of 1933. The Purchaser and Workstream
                           have complied and will comply in all material
                           respects with all applicable federal and state
                           securities laws in connection with the issuance of
                           the Shares and the Warrants hereunder. Neither the
                           Purchaser or Workstream nor anyone acting on their
                           behalf, directly or indirectly, has or will sell,
                           offer to sell or solicit offers to buy any of the
                           Shares, or similar securities to, or solicit offers
                           with respect thereto from, or enter into any
                           preliminary conversations or negotiations relating
                           thereto with, any person, or has taken or will take
                           any action so as to bring the issuance and sale of
                           any of the Shares under the registration provisions
                           of the Securities Act and any other applicable
                           federal and state securities laws.


<PAGE>

                  3.2.17.  Governmental Approvals. Except as set forth in the
                           Commission Documents or on Schedule 3.2.17 hereto,
                           and except for the filing of any notice prior or
                           subsequent to the Closing Date that may be required
                           under applicable state or federal securities laws
                           (which if required, shall be filed on a timely
                           basis), no authorization, consent, approval, license
                           exemption of, filing or registration with any court
                           or governmental department, commission, board,
                           bureau, agency or instrumentality, domestic or
                           foreign, is or will be necessary for, or in
                           connection with, the execution or delivery of the
                           Shares, or for the performance by the Purchaser or
                           Workstream of its obligations under this Agreement.

                  3.2.18.  Investment Company Act Status. The Purchaser and
                           Workstream is not, and as a result of and immediately
                           upon the Closing Date will not be, an "investment
                           company" or a company "controlled" by an "investment
                           company," within the meaning of the Investment
                           Company Act of 1940, as amended.

                  3.2.19.  Dilutive Effect. Workstream understands and
                           acknowledges that the number of the Warrant Shares
                           issuable upon exercise of the Warrant will increase
                           in certain circumstances.

4.       SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES

         4.1.     SURVIVAL OF WARRANTIES BY THE VENDOR. The representations and
                  warranties made by the Vendor and contained in this Agreement,
                  or contained in any document or certificate given in order to
                  carry out the transactions contemplated hereby, will survive
                  the closing of the purchase of the Purchased Assets provided
                  for herein and, notwithstanding such closing or any
                  investigation made by or on behalf of the Purchaser,
                  Workstream or any other person or any knowledge of the
                  Purchaser, Workstream or any other person, shall continue in
                  full force and effect for the benefit of the Purchaser or
                  Workstream, except that no Warranty Claim may be made or
                  brought by the Purchaser or Workstream after the date which is
                  two years following the Closing Date.

                  After the expiration of the period of time referred to in this
                  section 4.1, the Vendor will be released from all obligations
                  and liabilities in respect of the representations and
                  warranties made by the Vendor and contained in this Agreement
                  or in any document or certificate given in order to carry out
                  the transactions contemplated hereby except with respect to
                  any claims made by the Purchaser and/or Workstream in writing
                  prior to the expiration of such period.


<PAGE>

         4.2.     SURVIVAL OF WARRANTIES BY PURCHASER AND WORKSTREAM. The
                  representations and warranties made by the Purchaser and/or
                  Workstream and contained in this Agreement or contained in any
                  document or certificate given in order to carry out the
                  transactions contemplated hereby will survive the closing of
                  the purchase and sale of the Purchased Assets provided for
                  herein and, notwithstanding such closing or any investigation
                  made by or on behalf of the Vendor or any other person or any
                  knowledge of the Vendor or any other person, shall continue in
                  full force and effect for the benefit of the Vendor except
                  that no Warranty Claim may be made or brought by the Vendor
                  after the date which is two years following the Closing Date.

                  After the expiration of the period of time referred to in this
                  section 4.2, the Purchaser and Workstream will be released
                  from all obligations and liabilities in respect of the
                  representations and warranties made by the Purchaser and/or
                  Workstream and contained in this Agreement or in any document
                  or certificate given in order to carry out the transactions
                  contemplated hereby except with respect to any claims made by
                  the Purchaser and/or Workstream in writing prior to the
                  expiration of such period.

         4.3.     LIMITATIONS ON WARRANTY CLAIMS.

                  4.3.1.   The Purchaser and/or Workstream shall not be entitled
                           to make a Warranty Claim if the Purchaser and/or
                           Workstream has been advised in writing or otherwise
                           has actual knowledge prior to the Closing Time of the
                           inaccuracy, non-performance, non-fulfilment or breach
                           which is the basis for such Warranty Claim and the
                           Purchaser and/or Workstream completes the
                           transactions hereunder notwithstanding such
                           inaccuracy, non-performance, non-fulfilment or
                           breach.

                  4.3.2.   The amount of any damages which may be claimed by the
                           Purchaser and/or Workstream pursuant to a Warranty
                           Claim shall be calculated to be the cost or loss to
                           the Purchaser and/or Workstream after giving effect
                           to any insurance proceeds available to the Purchaser
                           and/or Workstream in relation to the matter which is
                           the subject of the Warranty Claim.


<PAGE>

                  4.3.3.   The Purchaser and/or Workstream shall not be entitled
                           to make any Warranty Claim until the aggregate amount
                           of all damages, losses, liabilities and expenses
                           incurred by the Purchaser and/or Workstream as a
                           result of all misrepresentations and breaches of
                           warranties contained in this Agreement or contained
                           in any document or certificate given in order to
                           carry out the transactions contemplated hereby, after
                           taking into account section 4.3.2 of this section, is
                           equal to $15,000. After the aggregate amount of such
                           damages, losses, liabilities and expenses incurred by
                           the Purchaser and/or Workstream exceeds $15,000, the
                           Purchaser and/or Workstream shall only be entitled to
                           make Warranty Claims to the extent that such
                           aggregate amount, after taking into account the
                           provisions of section 4.3.2 of this section, exceeds
                           $15,000.

                  4.3.4.   Notwithstanding any other provisions of this
                           Agreement or of any agreement, certificate or other
                           document made in order to carry out the transactions
                           contemplated hereby, the maximum aggregate liability
                           of the Vendor together in respect of all Warranty
                           Claims by the Purchaser and/or Workstream will be
                           limited to an amount equal to the Purchase Price.

5.       COVENANTS

         5.1.     COVENANTS BY THE VENDOR. The Vendor covenants to the Purchaser
                  and Workstream that it will do or cause to be done the
                  following:

                  5.1.1.   Investigation of Business and Examination of
                           Documents. During the Interim Period, the Vendor will
                           provide access to and will permit the Purchaser,
                           through its representatives, to make such
                           investigation of, the operations, properties, assets
                           and records of the Business and of its financial and
                           legal condition as the Purchaser deems necessary or
                           advisable to familiarize itself with such operations,
                           properties, assets, records and other matters
                           relating to the Purchased Assets. Without limiting
                           the generality of the foregoing, during the Interim
                           Period the Vendor will permit the Purchaser and its
                           representatives to have access to the premises used
                           in connection with the Business and will produce for
                           inspection and provide copies to the Purchaser of:

                           5.1.1.1. all agreements and other documents referred
                                    to in Section 3.1 or in any of the Schedules
                                    attached hereto and all other documents of
                                    or in the possession of the Vendor relating
                                    to the Purchased Assets; and


<PAGE>

                           5.1.1.2. all other information which, in the
                                    reasonable opinion of the Purchaser's
                                    representatives, is required in order to
                                    make an examination of the Purchased Assets.

                  5.1.2.   such investigations and inspections shall not
                           mitigate or affect the representations and warranties
                           of the Vendor hereunder, which shall continue in full
                           force and effect.

                  5.1.3.   Transfer of Purchased Assets. At or before the
                           Closing Time, the Vendor will cause all necessary
                           steps and corporate proceedings to be taken in order
                           to permit the Purchased Assets to be duly and
                           regularly transferred to the Purchaser.

                  5.1.4.   Forms of Conveyance. At the Closing Time, the Vendor
                           will deliver to the Purchaser good and marketable
                           title to and exclusive possession of the Purchased
                           Assets, free and clear of any and all Encumbrances.
                           At the Closing Time, the Vendor will execute and
                           deliver to the Purchaser one or more forms of general
                           conveyance, or bills of sale, deeds, transfers and
                           other documents reasonably requested by the Purchaser
                           in respect of the assignment, conveyance, transfer
                           and delivery of the Purchased Assets to the Purchaser
                           in form which is registrable and acceptable to the
                           Purchaser.

                  5.1.5.   Transfer of Assumed Contracts. At the Closing Time,
                           the Vendor will deliver to the Purchaser:

                           5.1.5.1. an executed original of each of the Assumed
                                    Contracts,

                           5.1.5.2. one or more forms of assignment of the
                                    Assumed Contracts in form acceptable to the
                                    Purchaser, and

                           5.1.5.3. consents to the assignment of all of the
                                    Assumed Contracts under which consent is
                                    required executed by all persons whose
                                    consent is required in form acceptable to
                                    the Purchaser.

                  5.1.6.   Transmittal Letter. At the Closing Time, the Vendor
                           will deliver to the Purchaser a transmittal letter
                           for the subscription for the common shares in
                           Workstream issuable pursuant to this Agreement, in a
                           form and content acceptable to solicitors for the
                           Purchaser.

         5.2.     COVENANTS BY THE PURCHASER AND/OR WORKSTREAM. The Purchaser
                  and/or Workstream covenants to the Vendor that it will do or
                  cause to be done the following:


<PAGE>

                  5.2.1.   Confidentiality. Prior to the Closing Time and, if
                           the transaction contemplated hereby is not completed,
                           at all times after the Closing Time, the Purchaser
                           will keep confidential all information obtained by it
                           relating to the Purchased Assets and Business, except
                           such information which:

                           5.2.1.1. prior to the date of this Agreement was
                                    already in the possession of the Purchaser,
                                    as demonstrated by written records,

                           5.2.1.2. is generally available to the public, other
                                    than as a result of a disclosure by the
                                    Purchaser, or

                           5.2.1.3. is made available to the Purchaser on a
                                    non-confidential basis from a source other
                                    than the Vendor, or its representatives.

                           5.2.1.4. The Purchaser further agrees that such
                                    information will be disclosed only to those
                                    of its employees and representatives of its
                                    advisors who need to know such information
                                    for the purposes of evaluating and
                                    implementing the transaction contemplated
                                    hereby. Notwithstanding the foregoing
                                    provisions of this paragraph, the obligation
                                    to maintain the confidentiality of such
                                    information will not apply to the extent
                                    that disclosure of such information is
                                    required in connection with governmental or
                                    other applicable filings relating to the
                                    transactions hereunder, provided that, in
                                    such case, unless the Vendor otherwise
                                    agrees, the Purchaser will, if possible,
                                    request confidentiality in respect of such
                                    governmental or other filings. If the
                                    transactions contemplated hereby are not
                                    consummated for any reason, the Purchaser
                                    will return forthwith, without retaining any
                                    copies, all information and documents
                                    obtained from the Vendor.

6.       CONDITIONS

         6.1.     CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER.
                  Notwithstanding anything herein contained, the obligation of
                  the Purchaser and/or Workstream to complete the transactions
                  provided for herein will be subject to the fulfilment of the
                  following conditions by the Vendor at or prior to the Closing
                  Time and the Vendor covenants to ensure that such conditions
                  are fulfilled.


<PAGE>

                  6.1.1.   Accuracy of Representations and Warranties and
                           Performance of Covenants. The representations and
                           warranties of the Vendor contained in this Agreement
                           or in any documents delivered in order to carry out
                           the transactions contemplated hereby shall be true
                           and accurate on the date and at the Closing Time with
                           the same force and effect as though such
                           representations and warranties had been made as of
                           the Closing Time (regardless of the date as of which
                           the information in this Agreement or in any Schedule
                           or other document made pursuant hereto is given). In
                           addition, the Vendor shall have complied with all
                           covenants and agreements herein agreed to be
                           performed or caused to be performed by them at or
                           prior to the Closing Time. In addition, the Vendor
                           shall have delivered to the Purchaser a certificate
                           in the form of Schedule 6.1.1 attached hereto
                           confirming that the facts with respect to each of
                           such representations and warranties by the Vendor are
                           as set out herein at the Closing Time and that the
                           Vendor has performed all covenants required to be
                           performed by them hereunder.

                  6.1.2.   Material Adverse Changes. During the Interim Period
                           there will have been no change in the Purchased
                           Assets, howsoever arising, except changes which have
                           occurred in the ordinary course of the Business and
                           which, individually or in the aggregate, have not
                           affected and may not affect the Purchased Assets in
                           any material adverse respect. Without limiting the
                           generality of the foregoing, during the Interim
                           Period no damage to or destruction of any material
                           part of the Purchased Assets shall have occurred,
                           whether or not covered by insurance.

                  6.1.3.   No Restraining Proceedings. No order, decision or
                           ruling of any court, tribunal or regulatory authority
                           having jurisdiction shall have been made, and no
                           action or proceeding shall be pending or threatened
                           which, in the opinion of counsel to the Purchaser, is
                           likely to result in an order, decision or ruling,

                           6.1.3.1. to disallow, enjoin, prohibit or impose any
                                    limitations or conditions on the purchase
                                    and sale of the Purchased Assets
                                    contemplated hereby or the right of the
                                    Purchaser to own the Purchased Assets; or

                           6.1.3.2. to impose any limitations or conditions
                                    which may have a Material Adverse Effect on
                                    the Purchased Assets.

                  6.1.4.   Consents. All consents required to be obtained in
                           order to carry out the transactions contemplated
                           hereby in compliance with all laws and agreements
                           binding on the parties hereto shall have been
                           obtained, including the consents referred to in
                           Schedules 3.1.3 and 3.2.2 attached hereto.


<PAGE>

                  6.1.5.   Opinion of Vendor's Counsel. At the Closing Time, the
                           Purchaser shall have received an opinion of legal
                           counsel for the Vendor in the form of the draft
                           opinion attached hereto as Schedule 6.1.5, which
                           opinion may rely on certificates of one or more
                           senior officers of the Vendor as to factual matters
                           and may rely upon opinions of local counsel with
                           respect to matters governed by laws other than the
                           laws of the State of Nevada and the federal laws of
                           United States applicable in the State of Nevada.

                  6.1.6.   Assignment and Waiver of Intellectual Property
                           Rights. At the Closing Time, the Vendor shall have
                           delivered to the Purchaser a certificate of the
                           Vendor in the form of the draft attached hereto as
                           Schedule 6.1.6, whereby the Vendor assigns all of its
                           intellectual property rights in the assets listed in
                           Schedule 2.1.6 (the "IP Assets").

                  6.1.7.   Further Assurances. On and at any time after the
                           Closing Time, the Vendor shall furnish the Purchaser
                           at no additional charge with such further written
                           documentation in order to enable the Purchaser to
                           establish, prove or perfect the Purchaser's ownership
                           of any of the assets herein conveyed.

                  6.1.8.   Escrow Agreement. The Vendor, the Purchaser and
                           Workstream shall have entered into the escrow
                           agreement attached hereto as Schedule 1.1.23.

         6.2.     WAIVER OR TERMINATION BY PURCHASER AND/OR WORKSTREAM. The
                  conditions contained in Section 6.1 are inserted for the
                  exclusive benefit of the Purchaser and/or Workstream and may
                  be waived in whole or in part by the Purchaser and/or
                  Workstream at any time. The Vendor acknowledges that the
                  waiver by the Purchaser and/or Workstream of any condition or
                  any part of any condition shall constitute a waiver only of
                  such condition or such part of such condition, as the case may
                  be, and shall not constitute a waiver of any covenant,
                  agreement, representation or warranty made by the Vendor
                  herein that corresponds or is related to such condition or
                  such part of such condition, as the case may be. If any of the
                  conditions contained in Section 6.1 are not fulfilled or
                  complied with as herein provided, the Purchaser and/or
                  Workstream may, at or prior to the Closing Time at its option,
                  rescind this Agreement by notice in writing to the Vendor and
                  in such event the Purchaser and Workstream shall be released
                  from all obligations hereunder and, unless the condition or
                  conditions which have not been fulfilled are reasonably
                  capable of being fulfilled or caused to be fulfilled by the
                  Vendor, then the Vendor shall also be released from all
                  obligations hereunder.


<PAGE>

         6.3.     CONDITIONS TO THE OBLIGATIONS OF THE VENDOR. Notwithstanding
                  anything herein contained, the obligations of the Vendor to
                  complete the transactions provided for herein will be subject
                  to the fulfilment of the following conditions at or prior to
                  the Closing Time, and the Purchaser and/or Workstream will use
                  its best efforts to ensure that such conditions are fulfilled.

                  6.3.1.   Accuracy of Representations and Warranties and
                           Performance of Covenants. The representations and
                           warranties of the Purchaser and Workstream contained
                           in this Agreement or in any documents delivered in
                           order to carry out the transactions contemplated
                           hereby will be true and accurate on the date and at
                           the Closing Time with the same force and effect as
                           though such representations and warranties had been
                           made as of the Closing Time (regardless of the date
                           as of which the information in this Agreement or any
                           such Schedule or other document made pursuant hereto
                           is given). In addition, the Purchaser and Workstream
                           shall have complied with all covenants and agreements
                           herein agreed to be performed or caused to be
                           performed by it at or prior to the Closing Time. In
                           addition, the Purchaser and Workstream shall have
                           delivered to the Vendor a certificate in the form of
                           Schedule 6.3.1 attached hereto confirming that the
                           facts with respect to each of the representations and
                           warranties of the Purchaser and Workstream are as set
                           out herein at the Closing Time and that the Purchaser
                           and Workstream has performed each of the covenants
                           required to be performed by it hereunder.

                  6.3.2.   No Restraining Proceedings. No order, decision or
                           ruling of any court, tribunal or regulatory authority
                           having jurisdiction shall have been made, and no
                           action or proceeding shall be pending or threatened
                           which, in the opinion of counsel to the Vendor, is
                           likely to result in an order, decision or ruling, to
                           disallow, enjoin or prohibit the purchase and sale of
                           the Purchased Assets contemplated hereby.

                  6.3.3.   Consents. All consents required to be obtained in
                           order to carry out the transactions contemplated
                           hereby in compliance with all laws and agreements
                           binding upon the parties hereto shall have been
                           obtained, including the consents referred to in
                           Schedules 3.1.3 and 3.2.2 attached hereto.

                  6.3.4.   Revenue Sharing Agreement. The Vendor and Purchaser
                           shall have entered into a revenue sharing agreement
                           in substantially the same form as attached hereto as
                           Schedule 6.3.4.


<PAGE>

                  6.3.5.   Escrow Agreement. The Vendor, the Purchaser and
                           Workstream shall have entered into the escrow
                           agreement attached hereto as Schedule 1.1.23.

                  6.3.6.   No Suspension, Etc. From the date hereof to the
                           Closing Date, trading in Workstream's common shares
                           shall not have been suspended by the Commission, and,
                           at any time prior to the Closing Date, trading in
                           securities generally as reported by Bloomberg
                           Financial Markets ("Bloomberg") shall not have been
                           suspended or limited, or minimum prices shall not
                           have been established on securities whose trades are
                           reported by Bloomberg, or on the New York Stock
                           Exchange, nor shall a banking moratorium have been
                           declared either by the United States, or New York
                           State authorities.

                  6.3.7.   Stock and Warrant Certificates. Workstream shall have
                           executed and be prepared to deliver to the Vendor,
                           the certificates for the Workstream Shares being
                           received by the Vendor at the Closing Date.

                  6.3.8.   Resolutions. Prior to the Closing, the Board of
                           Directors of the Purchaser and Workstream shall have
                           adopted resolutions consistent with this Agreement in
                           a form reasonably acceptable to the Vendor (the
                           "Resolutions").

                  6.3.9.   Reservation of Shares. As of the Closing Date,
                           Workstream shall have reserved out of its authorized
                           and unissued common shares, solely for the purpose of
                           effecting the issuance of the Workstream Shares and
                           the exercise of the Warrant, a number of shares of
                           common shares equal to at least 100% of the shares of
                           common shares which would be issuable upon issuance
                           of the Workstream Shares and upon exercise of the
                           Warrant following the Closing Date (after giving
                           effect to the Workstream Shares and Warrant to be
                           issued on the Closing Date and assuming all such
                           Workstream Shares and Warrant were fully issuable and
                           exercisable, as applicable, on such date regardless
                           of any limitation on the timing or amount of such
                           issuances or exercises).

         6.4.     WAIVER OR TERMINATION BY VENDOR. The conditions contained in
                  Section 6.3 are inserted for the exclusive benefit of the
                  Vendor and may be waived in whole or in part by the Vendor at
                  any time. The Purchaser and Workstream acknowledges that the
                  waiver by the Vendor of any condition or any part of any
                  condition shall constitute a waiver only of such condition or
                  such part of such condition, as the case may be, and shall not
                  constitute a waiver of any covenant, agreement, representation
                  or warranty made by the Purchaser and/or Workstream herein
                  that corresponds or is related to such condition or such part
                  of such condition, as the case may be. If any of the
                  conditions contained in Section 6.3 are not fulfilled or
                  complied with as herein provided, the Vendor may, at or prior
                  to the Closing Time at their option, rescind this Agreement by
                  notice in writing to the Purchaser and Workstream and in such
                  event the Vendor shall each be released from all obligations
                  hereunder and, unless the condition or conditions which have
                  not been fulfilled are reasonably capable of being fulfilled
                  or caused to be fulfilled by the Purchaser and/or Workstream,
                  then the Purchaser and Workstream shall also be released from
                  all obligations hereunder.


<PAGE>

7.       CLOSING

         7.1.     CLOSING ARRANGEMENTS. Subject to the terms and conditions ,
                  the transactions contemplated herein shall be closed at the
                  Closing Time at the offices of Perley-Robertson, Hill &
                  McDougall LLP, 90 Sparks Street, 4th Floor, Ottawa, ON K1P
                  1E2, Canada or at such other place or places as may be
                  mutually agreed on by the Vendor and the Purchaser.

         7.2.     DOCUMENTS TO BE DELIVERED. At or before the Closing Time, the
                  Vendor shall execute, or cause to be executed, and shall
                  deliver, or cause to be delivered, to the Purchaser all
                  documents, instruments and things which are to be delivered by
                  the Vendor pursuant to the provisions of this Agreement, and
                  the Purchaser and/or Workstream shall execute, or cause to be
                  executed, and shall deliver, or cause to be delivered, to the
                  Vendor all cheques or bank drafts and all documents,
                  instruments and things which the Purchaser and/or Workstream
                  is to deliver or to cause to be delivered pursuant to the
                  provisions of this Agreement.

8.       INDEMNIFICATION AND SET-OFF

         8.1.     INDEMNITY BY THE VENDOR AND THE PURCHASER.

                  8.1.1.   The parties hereto (in this Section 8, an
                           "Indemnifying Party") covenant and agree to indemnify
                           and save each other (in this Section 8, each being
                           referred to as an "Indemnified Party") harmless from
                           and against any claims, demands, actions, causes of
                           action, damage, loss, deficiency, cost, liability and
                           expense which may be made or brought against the
                           Indemnified Party or which the Indemnified Party may
                           suffer or incur as a result of, in respect of or
                           arising out of:

                           8.1.1.1. any non-performance or non-fulfilment of any
                                    covenant or agreement on the part of the
                                    Indemnifying Party contained in this
                                    Agreement or in any document given in order
                                    to carry out the transactions contemplated
                                    hereby;


<PAGE>

                           8.1.1.2. any misrepresentation, inaccuracy,
                                    incorrectness or breach of any
                                    representation or warranty made by the
                                    Indemnifying Party contained in this
                                    Agreement or contained in any document or
                                    certificate given in order to carry out the
                                    transactions contemplated hereby;

                           8.1.1.3. any non-compliance with any federal, state,
                                    local, municipal, foreign, international or
                                    other administrative order, constitution,
                                    law, ordinance, statute, or treaty
                                    applicable to Indemnifying Party in the
                                    carrying out of the transaction contemplated
                                    herein; and

                           8.1.1.4. all costs and expenses including, without
                                    limitation, attorney's fees, incidental to,
                                    arising from or in respect of the foregoing.

                  8.1.2.   The obligations of indemnification by the
                           Indemnifying Party pursuant to paragraph 8.1.1 of
                           this section will be:

                           8.1.2.1. subject to the limitations referred to in
                                    Sections 4.1 and 4.2 with respect to the
                                    survival of the representations and
                                    warranties by the Indemnifying Party;

                           8.1.2.2. subject to the limitations referred to in
                                    Section 4.3; and

                           8.1.2.3. subject to the provisions of Section 8.3.

         8.2.     INDEMNITY OF THE VENDOR.

                  8.2.1.   The Vendor hereby further agrees to indemnify and
                           save the Purchaser and Workstream (collectively, in
                           this Section 8, the "Purchaser") harmless from and
                           against any claims, demands, actions, causes of
                           action, damage, loss, deficiency, cost, liability and
                           expense which may be made or brought against the
                           Purchaser or which the Purchaser may suffer or incur
                           as a result of, in respect of or arising out of:

                           8.2.1.1. any claim for a debt, obligation or
                                    liability which is not specifically assumed
                                    by the Purchaser pursuant to this Agreement;


<PAGE>

                           8.2.1.2. any suit, action, proceeding, claim,
                                    investigation pending or threatened against
                                    or affecting the Purchased Assets or the
                                    Business, regardless of whether such is
                                    disclosed in a Schedule hereto, that arises
                                    from the conduct of the Business prior to
                                    the Closing Date; and

                           8.2.1.3. all costs and expenses including, without
                                    limitation, attorney's fees, incidental to,
                                    arising from or in respect of the foregoing.

                  8.2.2.   The obligations of indemnification by the Vendor
                           pursuant to paragraph 8.2.1 of this section will be:

                           8.2.2.1. subject to the limitations referred to in
                                    Section 4.1 with respect to the survival of
                                    the representations and warranties by the
                                    Vendor;

                           8.2.2.2. subject to the limitations referred to in
                                    Section 4.3; and

                           8.2.2.3. subject to the provisions of Section 8.3.

         8.3.     PROVISIONS RELATING TO INDEMNITY CLAIMS. The following
                  provisions will apply to any claim by the Indemnified Party or
                  the Purchaser, whatever the case may be, for indemnification
                  by the Indemnifying Party or the Vendor, whatever the case may
                  be, pursuant to Sections 8.1 and 8.2 (an "Indemnity Claim").

                  8.3.1.   Promptly after becoming aware of any matter that may
                           give rise to an Indemnity Claim, the Indemnified
                           Party or the Purchaser will provide to the
                           Indemnifying Party or the Vendor written notice of
                           the Indemnity Claim specifying (to the extent that
                           information is available) the factual basis for the
                           Indemnity Claim and the amount of the Indemnity Claim
                           or, if an amount is not then determinable, an
                           estimate of the amount of the Indemnity Claim, if an
                           estimate is feasible in the circumstances.

                  8.3.2.   If an Indemnity Claim relates to an alleged liability
                           to any other person (a "Third Party Liability"),
                           including without limitation any governmental or
                           regulatory body or any taxing authority, which is of
                           a nature such that the Indemnified Party or the
                           Purchaser is required by applicable law to make a
                           payment to a third party before the relevant
                           procedure for challenging the existence or quantum of
                           the alleged liability can be implemented or
                           completed, then the Indemnified Party or the
                           Purchaser may, notwithstanding the provisions of
                           sections 8.3.3. and 8.3.4 of this section, make such
                           payment and forthwith demand reimbursement for such
                           payment from the Indemnifying Party or the Vendor in
                           accordance with this Agreement; provided that, if the
                           alleged Third Party Liability as finally determined
                           on completion of settlement negotiations or related
                           legal proceedings is less than the amount which is
                           paid by the Indemnifying Party or the Vendor in
                           respect of the related Indemnity Claim, then the
                           Indemnified Party or the Purchaser shall forthwith
                           following the final determination pay to the
                           Indemnifying Party or the Vendor the amount by which
                           the amount of the Third Party Liability as finally
                           determined is less than the amount which is so paid
                           by the Indemnifying Party or the Vendor.


<PAGE>

                  8.3.3.   The Indemnified Party or the Purchaser shall not
                           negotiate, settle, compromise or pay (except in the
                           case of payment of a judgement) any Third Party
                           Liability as to which it proposes to assert an
                           Indemnity Claim, except with the prior consent of the
                           Indemnifying Party or the Vendor (which consent shall
                           not be unreasonably withheld or delayed), unless
                           there is a reasonable possibility that such Third
                           Party Liability may materially and adversely affect
                           the Purchased Assets or the Indemnified Party or the
                           Purchaser, in which case the Indemnified Party or the
                           Purchaser shall have the right, after notifying the
                           Indemnifying Party or the Vendor, to negotiate,
                           settle, compromise or pay such Third Party Liability
                           without prejudice to its rights of indemnification
                           hereunder. The Indemnified Party or the Purchaser
                           shall notify the Indemnifying Party or the Vendor
                           within one (1) week of any third party claims being
                           asserted.

                  8.3.4.   With respect to any Third Party Liability, provided
                           the Indemnifying Party or the Vendor first admit the
                           Indemnified Party's or the Purchaser's right to
                           indemnification for the amount of such Third Party
                           Liability which may at any time be determined or
                           settled, then, in any legal, administrative or other
                           proceedings in connection with the matters forming
                           the basis of the Third Party Liability, the following
                           procedures will apply:

                           8.3.4.1. except as contemplated by subparagraph
                                    8.3.4.3 of this section, the Indemnifying
                                    Party or the Vendor will have the right to
                                    assume carriage of the compromise or
                                    settlement of the Third Party Liability and
                                    the conduct of any related legal,
                                    administrative or other proceedings, but the
                                    Indemnified Party or the Purchaser shall
                                    have the right and shall be given the
                                    opportunity to participate in the defence of
                                    the Third Party Liability, to consult with
                                    the Indemnifying Party or the Vendor in the
                                    settlement of the Third Party Liability and
                                    the conduct of related legal, administrative
                                    and other proceedings (including
                                    consultation with counsel) and to disagree
                                    on reasonable grounds with the selection and
                                    retention of counsel, in which case counsel
                                    satisfactory to the Indemnifying Party or
                                    the Vendor and the Indemnified Party or the
                                    Purchaser shall be retained by the
                                    Indemnifying Party or the Vendor;


<PAGE>

                           8.3.4.2. the Indemnifying Party or the Vendor will
                                    co-operate with the Indemnified Party or the
                                    Purchaser in relation to the Third Party
                                    Liability, will keep it fully advised with
                                    respect thereto, will provide it with copies
                                    of all relevant documentation as it becomes
                                    available, will provide it with access to
                                    all records and files relating to the
                                    defence of the Third Party Liability and
                                    will meet with representatives of the
                                    Indemnified Party or the Purchaser at all
                                    reasonable times to discuss the Third Party
                                    Liability; and

                           8.3.4.3. notwithstanding subparagraphs 8.3.4.1 and
                                    8.3.4.2 of this paragraph, the Indemnifying
                                    Party or the Vendor will not settle the
                                    Third Party Liability or conduct any legal,
                                    administrative or other proceedings in any
                                    manner which could, in the reasonable
                                    opinion of the Indemnified Party or the
                                    Purchaser, have a material adverse affect on
                                    the Purchased Assets or the Indemnified
                                    Party or the Purchaser, except with the
                                    prior written consent of the Indemnified
                                    Party or the Purchaser.

                  8.3.5.   If, with respect to any Third Party Liability, the
                           Indemnifying Party or the Vendor does not admit the
                           Indemnified Party's or the Purchaser's right to
                           indemnification or decline to assume carriage of the
                           settlement or of any legal, administrative or other
                           proceedings relating to the Third Party Liability,
                           then the following provisions will apply:

                           8.3.5.1. the Indemnified Party or the Purchaser, at
                                    its discretion, may assume carriage of the
                                    settlement or of any legal, administrative
                                    or other proceedings relating to the Third
                                    Party Liability and may defend or settle the
                                    Third Party Liability on such terms as the
                                    Indemnified Party or the Purchaser, acting
                                    in good faith, considers advisable; and

                           8.3.5.2. any cost, lost, damage or expense incurred
                                    or suffered by the Indemnified Party or the
                                    Purchaser in the settlement or defence of
                                    such Third Party Liability or the conduct of
                                    any legal, administrative or other
                                    proceedings shall be added to the amount of
                                    the Indemnity Claim.


<PAGE>

                  8.3.6.   RIGHT OF SET-OFF. The Purchaser shall have the right
                           to satisfy any amount from time to time owing by it
                           to the Vendor by way of set-off against any amount
                           from time to time owing by the Vendor to the
                           Purchaser, including any amount owing to the
                           Purchaser pursuant to the Vendor's, or the Vendor's
                           as Indemnifying Party, indemnification pursuant to
                           Sections 8.1 and/or 8.2.

9.       GENERAL PROVISIONS

         9.1.     FURTHER ASSURANCES. Each of the Vendor and the Purchaser
                  hereby covenants and agrees that at any time and from time to
                  time after the Closing Date it will, on the request of the
                  others, do, execute, acknowledge and deliver or cause to be
                  done, executed, acknowledged and delivered all such further
                  acts, deeds, assignments, transfers, conveyances and
                  assurances as may be required for the better carrying out and
                  performance of all the terms of this Agreement.

         9.2.     NOTICES

                  9.2.1.   Any notice, designation, communication, request,
                           demand or other document, required or permitted to be
                           given or sent or delivered hereunder to any party
                           hereto shall be in writing and shall be sufficiently
                           given or sent or delivered if it is:

                           9.2.1.1. delivered personally to an officer or
                                    director of such party,

                           9.2.1.2. sent to the party entitled to receive it by
                                    registered mail, postage prepaid, or

                           9.2.1.3. sent by telecopy machine.

                  9.2.2.   Notices shall be sent to the following addresses or
                           telecopy numbers:

                  in the case of the Vendor:

                  PEOPLEVIEW, INC.
                  27130A Paseo Espada, Suite 1427
                  San Juan Capistrano
                  California  92675

                  Attention:  Joseph J. Flynn
                  Facsimile: 949 481 8875


<PAGE>

                  With a copy to:
                  ---------------
                  RICHARDSON LAW GROUP
                  880 Apollo Street, Suite 334
                  El Segundo, CA 90245
                  Attention:  Eric W. Richardson
                  Fax:  310 606 5556

                  in the case of the Purchaser or Workstream:

                  495 March Road, Suite 300
                  Ottawa, ON  K2K 3G1

                  Attention:  Michael F. Mullarkey
                  Facsimile: 613-270-0774

                  With a copy to:
                  Perley-Robertson, Hill & McDougall LLP
                  90 Sparks Street, 4th Floor
                  Ottawa, ON  K1P 1E2

                  Attention: Michael A. Gerrior
                  Facsimile: 613-238-8775

                  or to such other address or telecopier number as the party
                  entitled to or receiving such notice, designation,
                  communication, request, demand or other document shall, by a
                  notice given in accordance with this section, have
                  communicated to the party giving or sending or delivering such
                  notice, designation, communication, request, demand or other
                  document.

                  9.2.3. Any notice, designation, communication, request, demand
                  or other document given or sent or delivered as aforesaid
                  shall:

                  9.2.3.1. if delivered as aforesaid, be deemed to have been
                           given, sent, delivered and received on the date of
                           delivery;

                  9.2.3.2. if sent by mail as aforesaid, be deemed to have been
                           given, sent, delivered and received (but not actually
                           received) on the fourth Business Day following the
                           date of mailing, unless at any time between the date
                           of mailing and the fourth Business Day thereafter
                           there is a discontinuance or interruption of regular
                           postal service, whether due to strike or lockout or
                           work slowdown, affecting postal service at the point
                           of dispatch or delivery or any intermediate point, in
                           which case the same shall be deemed to have been
                           given, sent, delivered and received in the ordinary
                           course of the mails, allowing for such discontinuance
                           or interruption of regular postal service; and


<PAGE>

                  9.2.3.3. if sent by telecopy machine, be deemed to have been
                           given, sent, delivered and received on the date the
                           sender receives the telecopy answer back confirming
                           receipt by the recipient.

         9.3.     COUNTERPARTS. This Agreement may be executed in several
                  counterparts, each of which so executed shall be deemed to be
                  an original, and such counterparts together shall constitute
                  but one and the same instrument.

         9.4.     EXPENSES OF PARTIES. Each of the parties hereto shall bear all
                  expenses incurred by it in connection with this Agreement
                  including, without limitation, the charges of their respective
                  counsel, accountants, financial advisors and finders.

         9.5.     BROKERAGE AND FINDER'S FEES. The Vendor jointly and severally
                  agree to indemnify the Purchaser and hold it harmless in
                  respect of any claim for brokerage or other commissions
                  relative to this Agreement or the transactions contemplated
                  hereby which is caused by actions of the Vendor. The Purchaser
                  will indemnify the Vendor and hold them harmless in respect of
                  any claim for brokerage or other commissions relative to this
                  Agreement or to the transactions contemplated hereby which is
                  caused by actions of the Purchaser.

         9.6.     ANNOUNCEMENTS. No announcement with respect to this agreement
                  will be made by any party hereto without the prior approval of
                  the other parties. The foregoing will not apply to any
                  announcement by any party required in order to comply with
                  laws pertaining to timely disclosure, provided that such party
                  consults with the other parties before making any such
                  announcement.

         9.7.     ASSIGNMENT. The rights of the Vendor hereunder shall not be
                  assignable without the written consent of the Purchaser. The
                  Purchaser may assign this contract without the written consent
                  of the Vendor.

         9.8.     SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and
                  enure to the benefit of the parties hereto and their
                  respective successors and permitted assigns. Nothing herein,
                  express or implied, is intended to confer on any person, other
                  than the parties hereto and their respective successors and
                  assigns, any rights, remedies, obligations or liabilities
                  under or by reason of this Agreement.


<PAGE>

         9.9.     ENTIRE AGREEMENT. This Agreement and the Schedules referred to
                  herein constitute the entire agreement between the parties
                  hereto and supersede all prior agreements, representations,
                  warranties, statements, promises, information, arrangements
                  and understandings, whether oral or written, express or
                  implied, with respect to the subject-matter . None of the
                  parties hereto shall be bound or charged with any oral or
                  written agreements, representations, warranties, statements,
                  promises, information, arrangements or understandings not
                  specifically set forth in this Agreement or in the Schedules,
                  documents and instruments to be delivered on or before the
                  Closing Date pursuant to this Agreement. The parties hereto
                  further acknowledge and agree that, in entering into this
                  Agreement and in delivering the Schedules, documents and
                  instruments to be delivered on or before the Closing Date,
                  they have not in any way relied, and will not in any way rely,
                  on any oral or written agreements, representations,
                  warranties, statements, promises, information, arrangements or
                  understandings, express or implied, not specifically set forth
                  in this Agreement or in such Schedules, documents or
                  instruments.

         9.10.    WAIVER. Any party hereto which is entitled to the benefits of
                  this Agreement may, and has the right to, waive any term or
                  condition at any time on or prior to the Closing Time;
                  provided, however, that such waiver shall be evidenced by
                  written instrument duly executed on behalf of such party.

         9.11.    AMENDMENTS. No modification or amendment to this Agreement may
                  be made unless agreed to by the parties hereto in writing.

         9.12.    GOVERNING LAW. This Agreement shall be governed by and
                  construed in accordance with the internal laws of the State of
                  New York, without giving effect to the choice of law
                  provisions.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>


<PAGE>

      IN WITNESS WHEREOF the parties hereto have duly executed this Agreement
under seal as of the day and year first above written.

                                       WORKSTREAM USA, INC.

                                       Per:    /s/ Michael Mullarkey
                                               ---------------------------------
                                       Name:   Michael Mullarkey
                                       Title:  CEO

                                       I have authority to bind the corporation.

                                       WORKSTREAM INC.

                                       Per:    /s/ Michael Mullarkey
                                               ---------------------------------
                                       Name:   Michael Mullarkey
                                       Title:  CEO

                                       I have authority to bind the corporation.

                                       PEOPLEVIEW, INC.

                                       Per:    /s/ Joseph J. Flynn
                                               ---------------------------------
                                       Name:   Joseph J. Flynn
                                       Title:  Chairmain and CEO

                                       I have authority to bind the corporation.

<PAGE>

                                    SCHEDULES


<PAGE>

                      ADDENDUM TO ASSET PURCHASE AGREEMENT
                              AND ESCROW AGREEMENT

This Addendum dated as of May 27, 2004 (this "Addendum") amends and modifies the
the Asset Purchase Agreement dated March 17th, 2004 between Workstream Inc.,
Workstream USA, Inc. and PeopleView, Inc. (the "Asset Purchase Agreement") and
the Escrow Agreement dated March 17th, 2004 between Workstream Inc., Workstream
USA, Inc., PeopleView, Inc. and Borden Ladner Gervais LLP as Escrow Agent (the
"Escrow Agreement").

      PEOPLEVIEW, INC. HEREBY AGREES TO THE FOLLOWING ADJUSTMENTS IN THE
      PURCHASE PRICE OF THE AFOREMENTIONED ASSET PURCHASE AGREEMENT:

      1.    PEOPLEVIEW, INC. AGREES THAT THE STOCK CONSIDERATION WILL BE REDUCED
            FROM 350,000 COMMON SHARES, AS STATED IN SECTION 2.5.1 OF THE ASSET
            PURCHASE AGREEMENT TO 262,500 COMMON SHARES, EFFECTIVELY EQUALING
            75% OF THE ORIGINAL AMOUNT OF THE ASSET PURCHASE AGREEMENT.

      2.    IN ADDITION, PEOPLEVIEW, INC. AGREES TO FURTHER REDUCE THE AMOUNT OF
            COMMON SHARES THEY ANTICIPATE TO RECEIVE BY $39,000 OR 15,600 COMMON
            SHARES AT $2.50 PER SHARE. THIS AMOUNT IS EQUAL TO THE TOTAL AMOUNT
            OF OUTSTANDING INVOICES OWED BY PEOPLEVIEW TO PROSYS, INC. FOR THE
            FINAL DEVELOPMENT AND DELIVERY OF THE HCM TOOLS ASSET. THESE
            INVOICES ARE ATTACHED AS SCHEDULE A TO THIS ADDENDUM.

      3.    THE ACTIONS DESCRIBED IN PARAGRAPHS 1 AND 2 HEREIN WILL BRING THE
            TOTAL AMOUNT OF COMMON SHARES TO BE DELIVERED BY WORKSTREAM INC. TO
            PEOPLEVIEW, INC. AS PART OF THE ASSET PURCHASE AGREEMENT TO 246,900
            COMMON SHARES.

      4.    PEOPLEVIEW, INC. AGREES TO FORGO THE "CASH HOLD BACK FUNDS" OF
            $50,000 AS STATED IN SECTION 2.5.3 OF THE ASSET PURCHASE AGREEMENT.

      5.    WORKSTREAM INC. AGREES TO UPHOLD SECTION 2.5.2 OF THE ASSET PURCHASE
            AGREEMENT, WHICH STATES "BY DELIVERY TO THE VENDOR OF A WARRANT TO
            PURCHASE 50,000 COMMON SHARES (THE "WARRANT SHARES"), NO PAR VALUE
            IN WORKSTREAM AT A PURCHASE PRICE OF $3.00 PER COMMON SHARE (THE
            "WARRANT").

      6.    WORKSTREAM, INC. AGREES TO DELIVER THE SHARE CERTIFICATES AND THE
            WARRANT AGREEMENT WITHIN SEVEN (7) DAYS OF THE EXECUTION OF THIS
            ADDENDUM.

      7.    THE PARTIES TO THE ESCROW AGREEMENT AGREE TO: (A) DELETE RECITAL D
            AND ALL MENTION OF THE "HOLD BACK FUNDS" FROM THE ESCROW AGREEMENT;
            AND (B) DELETE SECTION 4 AND SCHEDULE "B" OF THE ESCROW AGREEMENT IN
            ITS ENTIRETY.


<PAGE>

      8.    EXCEPT AS MODIFIED HEREBY, THE ASSET PURCHASE AGREEMENT AND THE
            ESCROW AGREEMENT CONTINUES IN FULL FORCE AND EFFECT, UNMODIFIED IN
            ANY WAY.

      9.    ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN WILL HAVE THE
            MEANINGS GIVEN TO SUCH TERMS IN THE ASSET PURCHASE AGREEMENT.

      10.   THIS ADDENDUM SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE
            WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE
            CONFLICTS OF LAW PROVISIONS THEREOF.

      11.   THIS ADDENDUM MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF
            WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER SHALL
            CONSTITUTE ONE AND THE SAME AMENDMENT.

      12.   EACH OF WORKSTREAM INC. AND WORKSTREAM USA, INC., (EACH, A
            "RELEASOR"), FOR GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF
            WHICH IS HEREBY ACKNOWLEDGED, RELEASES AND DISCHARGES, AS OF THE
            DATE OF THIS ADDENDUM, PEOPLEVIEW, INC. AND PEOPLEVIEW INC.'S PAST
            AND PRESENT EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS,
            SUCCESSORS, PREDECESSORS, AFFILIATES, SUBSIDIARIES, PARENT
            COMPANIES, ASSIGNS, AND EVERY OTHER INDIVIDUAL, PERSON, CORPORATION,
            PARTNERSHIP, PROPRIETORSHIP AND OTHER ENTITY IN THE WORLD, INCLUDING
            BUT NOT LIMITED TO ALL GOVERNMENTAL BODIES, DEPARTMENTS AND AGENCIES
            (ALL COLLECTIVELY REFERRED TO HEREIN AS THE "RELEASED PARTIES") FROM
            ALL OBLIGATIONS, ACTIONS, CAUSES OF ACTION, DEBTS, CLAIMS,
            LIABILITIES, COVENANTS, CONTRACTS, CONTROVERSIES, AGREEMENTS,
            PROMISES, CLAIMS FOR ATTORNEYS FEES AND COSTS (ALL COLLECTIVELY
            REFERRED TO HEREIN AS THE "RELEASED CLAIMS"), WHICH SUCH RELEASOR,
            SUCH RELEASOR'S HEIRS, EXECUTORS, ADMINISTRATORS SUCCESSORS AND
            ASSIGNS EVER HAD, NOW HAVE OR HEREAFTER MAY HAVE ARISING OUT OF OR
            RELATING TO THE FUNCTIONALITY, FITNESS, FEATURES, COMPLETION OR
            NON-COMPLETION AND PERFORMANCE OF THE SOFTWARE PRODUCTS KNOWN AS
            CLIMATE SIGHT, SKILL SIGHT, PERFORMANCE SIGHT, COMPLIANCE SIGHT AND
            HCM TOOLS (TOO BROAD) THE RELEASORS EACH ACKNOWLEDGE AND AGREE AS
            FOLLOWS:

                  (this makes no sense/ the Purchaser owns the Intellectual
                  Property) (Workstream cannot say this without doing extensive
                  searches)

            o     that all computer systems and application software, including
                  without limitation, the software products known as Climate
                  Sight, Skill Sight, Performance Sight, Compliance Sight and
                  HCM TOOLS and all documentation relating thereto and the
                  latest revisions of all related object and source codes
                  therefor, forming part of the Purchased Assets (what
                  Schedules?) are fully functional, merchantable and fit for the
                  purpose for which they were intended.


<PAGE>

                  It is understood and agreed by Releasor that it may have
                  sustained damages, losses, costs or expenses for which it
                  might have made claims against the Released Parties that are
                  presently unknown or unsuspected and that such damages,
                  losses, costs and expenses may give rise to additional
                  damages, loses, costs or expenses in the future. It is
                  specifically acknowledged by Releasor that the foregoing
                  release and waiver set forth below has been agreed upon and
                  given in light of such facts and that the release is intended
                  to release the Released Parties from potential liabilities for
                  all such damages, losses, costs and expenses. Should any
                  provision, part or term of this Section 12 be declared or
                  determined by a court of competent jurisdiction to be illegal,
                  invalid or unenforceable, the legality, validity and
                  enforceability of the remaining parts, terms and provisions
                  should not be affected thereby, and said illegal, invalid or
                  unenforceable part, provision or term shall be deemed not to
                  be part of this Section 12.

                  Notwithstanding the aforementioned, the release described in
                  this Section 12 does not limit in any way the Releasors' right
                  to be indemnified pursuant to the Asset Purchase Agreement,
                  except with respect to any claims arising out of or relating
                  to the functionality, fitness, features, completion or
                  non-completion and performance of the software products known
                  as Climate Sight, Skill Sight, Performance Sight, Compliance
                  Sight and HCM TOOLS.

      IN WITNESS WHEREOF THIS ADDENDUM HAS BEEN EXECUTED BY THE PARTIES HERETO
      AS OF THE DATE FIRST SET FORTH ABOVE.

1        SIGNED, SEALED AND DELIVERED

                                   PEOPLEVIEW, INC.

                                   PER:   /s/ Michael Mullarkey
                                          -----------------------------------
                                   TITLE: CEO

                                   WORKSTREAM USA, INC.

                                   PER:   /s/ Michael Mullarkey
                                          -----------------------------------
                                   TITLE: CEO

                                   WORKSTREAM INC.

                                   PER:   /s/ Borden Ladner Gervais LLP
                                          -----------------------------------
                                   TITLE: Escrow Agent

                                   BORDEN LADNER GERVAIS LLP, as Escrow Agent

                                   PER:   /s/ Borden Ladner Gervais LLP
                                          -----------------------------------
                                   TITLE: Escrow Agent